| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/06/2020 | 3. Issuer Name and Ticker or Trading Symbol Professional Holding Corp. [ PFHD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Class A Common Stock | 9,166 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Employee Stock Options (right to buy) | 05/29/2015 | 05/29/2021 | Class A Common Stock | 750 | 13 | D | |
| Share Appreciation Rights | 12/31/2014(1) | (1) | Class A Common Stock | 2,500 | 11.5 | D | |
| Share Appreciation Rights | 12/31/2015(1) | (1) | Class A Common Stock | 5,000 | 11.5 | D | |
| Share Appreciation Rights | 12/20/2016(1) | (1) | Class A Common Stock | 12,500 | 12.75 | D | |
| Share Appreciation Rights | 12/31/2017(1) | (1) | Class A Common Stock | 15,000 | 15 | D | |
| Share Appreciation Rights | 12/31/2018(1) | (1) | Class A Common Stock | 17,000 | 18.25 | D | |
| Explanation of Responses: |
| 1. Share Appreciation Rights vest upon the earlier of 1,825 calendar days of continuous service after the grant date or the occurrence of certain specified, nonperformance-related events, subject to an election by the recipient. Stock Appreciation Right appreciation payments are paid at or shortly following certain specified, nonperformance-related events, such as a change in control of the issuer, in accordance with the participant's election. The Share Appreciation Rights do not expire and the Compensation Committee of the Board of Directors of the issuer has discretion pay the unit appreciation payments in cash or stock. |
| /s/ Mary Usategui | 02/06/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
