Soucie Keith N Form 4 ENTERPRISE BANCORP / KEITH N SOUCIE 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^*

SOUCIE KEITH N

(Last) (First) (Middle)

C/O ENTERPRISE BANCORP, INC.

222 MERRIMACK STREET

(Street)

LOWELL MA 01852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [ EBTC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-Principal Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021

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	03/16/2021		A		714	A	$0	12,072.2723(1)(2)(3)(4)(5)(6)(7)(8)	D
Common Stock								300	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
Stock Option (Right to Buy)	$32.73	03/16/2021		A		345		(9)	03/15/2031	Common Stock	345	$0	345	D

Explanation of Responses:

1. Includes 75.9603 shares acquired through dividend reinvestment on 6/1/20.

2. Includes 77.2583 shares acquired through dividend reinvestment on 9/1/20.

3. Includes 66.1253 shares acquired through dividend reinvestment on 12/1/20.

4. Includes 59.5499 shares acquired through dividend reinvestment on 3/1/21.

5. Includes 10.8026 shares acquired through the Issuer's Employee Stock Purchase Plan on 6/1/20.

6. Includes 11.2687 shares acquired through the Issuer's Employee Stock Purchase Plan on 9/1/20.

7. Includes 9.5667 shares acquired through the Issuer's Employee Stock Purchase Plan on 12/1/20.

8. Includes 8.8602 shares acquired through the Issuer's Employee Stock Purchase Plan on 3/1/21.

9. Options vest 50% on the second anniversary date of the grant and 50% on the fourth anniversary date of the grant. The first installment vests on March 16, 2023.

	/s/ John P. Clancy, Jr. as attorney-in-fact for Keith N. Soucie	03/18/2021
	** 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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