Alvarez Maria Form 3/A Ponce Financial / Maria Alvarez ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Alvarez Maria

(Last) (First) (Middle)

2244 WESTCHESTER AVENUE

(Street)

BRONX NY 10462

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2022

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,972(1)	D
Common Stock	1,430	I	By IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	01/31/2022	01/31/2029	Common Stock	12,442(2)	9.27(3)	D

Explanation of Responses:

1. Consists entirely of restricted stock units which vest annually at a rate of 30% on January 31, 2022, 10% on January 31, 2023 and an additional 12% on January 31 of each year thereafter, ending on January 31, 2028.

2. Stock options vest annually at a rate of 30% on January 31, 2022, 10% on January 31, 2023 and an additional 12% on January 31 of each year thereafter, ending on January 31, 2028.

3. This amendment to Form 3 is filed to correct the exercise price of the options, which was incorrectly reported in the prior form.

Remarks:

	/s/Frank Perez as attorney in fact	02/16/2022
	** 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 5 (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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