Robert Joseph Marino Form 4 HV Bancorp / Robert Joseph Marino 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^*

Marino Robert Joseph

(Last) (First) (Middle)

2005 SOUTH EASTON ROAD, SUITE 304

(Street)

DOYLESTOWN PA 18901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HV Bancorp, Inc. [ HVBC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice-Chair and President

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2023

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	06/14/2023		F		9,736	D	$34.9	22,130	D
Common Stock	06/16/2023		D		22,130	D	(1)	0	D
Common Stock	06/16/2023		D		79,606	D	(1)	0	I	By IRA
Common Stock	06/16/2023		D		1,638	D	(1)	0	I	By 401(k)

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
Stock Options	$15.92	06/16/2023		D			$5,600	06/13/2020	06/13/2029	Common Stock	5,600	(2)	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between the Issuer and Citizens Financial Services, Inc. ("CZFS"), each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $30.50 in cash or (ii) 0.4040 shares of CZFS common stock, subject to allocation procedures to ensure that 20% of the outstanding shares of Issuer common stock are exchanged for cash and 80% of the outstanding shares of Issuer common stock are exchanged for shares of CZFS common stock.

2. Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Issuer common stock provided for in such option multiplied by (ii) the excess, if any, of $30.50 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.

	/s/ Janice Garner, pursuant to power of attorney	06/16/2023
	** 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).
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