Hanover Bancorp (HNVR) Form 4 Hanover Bancorp / MICHAEL P PUORRO 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^*

PUORRO MICHAEL P

(Last) (First) (Middle)

C/O HANOVER BANCORP, INC.

80 EAST JERICHO TURNPIKE

(Street)

MINEOLA NY 11501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hanover Bancorp, Inc. /NY [ HNVR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2024

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	08/28/2024		M		30,000	A	$10	308,388	D
Common Stock	08/28/2024		F(1)		19,817	D	$17.75	288,571	D
Common Stock	08/28/2024		M		41,840	A	$10	330,411	D
Common Stock	08/28/2024		F(2)		30,157	D	$17.75	300,254	D

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
Incentive Stock Option	$10	08/28/2024		M			30,000	10/01/2017	10/01/2024	Common Stock	30,000	$0	0	D
Non-Qualified Stock Option	$10	08/28/2024		M			41,840	10/01/2017	10/01/2024	Common Stock	41,840	$0	0	D

Explanation of Responses:

1. Represents a "net exercise" of outstanding incentive stock options. The reporting person received 10,183 shares of common stock on net exercise of option to purchase 30,000 shares of common stock. The Company withheld 19,817 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on August 27, 2024 of $17.75 pursuant to the terms of the 2013 Stock Option Plan.

2. Represents a "net exercise" of outstanding non-qualified stock options. The reporting person received 11,683 shares of common stock on net exercise of option to purchase 41,840 shares of common stock. The Company withheld 30,157 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on August 27, 2024 of $17.75 pursuant to the terms of 2013 Stock Option Plan.

	/s/ Gregory Krauss, POA	08/30/2024
	** 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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