Lynne M. Burrow Form 4 CAMBRIDGE BANCORP / Lynne M. Burrow ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Burrow Lynne M.

(Last) (First) (Middle)

C/O CAMBRIDGE BANCORP

78 BLANCHARD ROAD

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBRIDGE BANCORP [ CATC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP / CIO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2018		J(1)		430	D	$0(1)	30,700	D
Common Stock	09/30/2018		A		230	A	$0	4,415(2)	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Restricted Stock Units	(3)	09/30/2018		J(1)			1,605	(3)	12/31/2018	Common Stock	1,605	$0(1)	1,359	D
Performance Based Restricted Stock Units	(4)	09/30/2018		J(1)			1,544	(4)	12/31/2019	Common Stock	1,544	$0(1)	636	D
Performance Based Restricted Stock	(5)	09/30/2018		J(1)			1,714	(5)	12/31/2020	Common Stock	1,714	$0(1)	245	D

Explanation of Responses:

1. In connection with Ms. Burrow's retirement, effective September 30, 2018, these amounts were forfeited.

2. ESOP share total reflects ESOP allocations and dispositions that have occurred since the last ownership reporting.

3. This PRSU award will vest based upon the Company's average three-year performance relative to the Commercial Bank Peer Group for return on assets ("ROA") and diluted earnings per share ("EPS") growth for the period ending December 31, 2018. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at target rather than maximum possible amount as previously reported.

4. This PRSU award will vest based upon the Company's average three-year performance relative to the Commercial Bank Peer Group for ROA and diluted EPS growth for the period ending December 31, 2019. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at target rather than maximum possible amount as previously reported.

5. This PRSU award will vest based upon the Company's average three-year performance relative to the Commercial Bank Peer Group for ROA and diluted EPS growth for the period ending December 31, 2020. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at target rather than maximum possible amount as previously reported.

Remarks:

	/s/Michael Carotenuto, as Attorney-in-Fact	10/02/2018
	** Signature of Reporting Person	Date
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