Nick R. Lugo Form 4 Ponce Financial / Nick R. Lugo 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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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^*

Lugo Nick R.

(Last) (First) (Middle)

2244 WESTCHESTER AVENUE

(Street)

BRONX NY 10462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ponce Financial Group, Inc. [ PDLB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

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	12/07/2023		A		28,530(1)	A	$10.33	127,555(2)	D
Common Stock								27,904	I	By Wife

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
Premium Stock Option	$10.33	12/07/2023		A		3,000		12/07/2024	12/06/2033	Common Stock	3,000	$10.33	3,000	D
Premium Stock Options	$10.52	12/07/2023		A		3,000		12/07/2025	12/06/2033	Common Stock	3,000	$10.52	6,000	D
Premium Stock Options	$10.7	12/07/2023		A		3,000		12/07/2026	12/06/2033	Common Stock	3,000	$10.7	9,000	D
Premium Stock Options	$10.89	12/07/2023		A		3,000		12/07/2027	12/06/2033	Common Stock	3,000	$10.89	12,000	D
Premium Stock Options	$11.08	12/07/2023		A		3,000		12/07/2028	12/06/2033	Common Stock	3,000	$11.08	15,000	D
Stock Options	$9.15							12/04/2019	12/03/2028	Common Stock	12,442(3)		12,442(3)	D

Explanation of Responses:

1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on December 7, 2024.

2. Includes 3,101shares of restricted stock units, of which 1,550 shares vest on April 1, 2024 and 1,551 shares vest on April 1, 2025

3. Stock Options vest annually at a rate of 20% per year commencing on December 4, 2019

	/s/Frank Perez, as attorney in fact	12/11/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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