Katherine Diane Bonnafe Form 3 Burke & Herbert Financial Services / Katherine Diane Bonnafe 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^*

Bonnafe Katherine Diane

(Last) (First) (Middle)

100 SOUTH FAIRFAX STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2023

3. Issuer Name and Ticker or Trading Symbol
Burke & Herbert Financial Services Corp. [ BHRB ]

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)

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	3,230	D

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
Restricted Stock Units	(1)	12/31/2026	Common Stock	3,000	(2)	D
Performance-Based Restricted Stock Units	(3)	(3)	Common Stock	3,000	(2)	D
Performance-Based Restricted Stock Units	(4)	(4)	Common Stock	1,000	(2)	D
Phantom Stock	(5)	(5)	Common Stock	200	(5)	D

Explanation of Responses:

1. Assuming continued service this award will vest on the expiration date.

2. Each unit represents a contingent right to receive one common share or an equivalent amount of cash, or a combination of the two, at the discretion of Burke & Herbert Financial Services Corp.

3. Assuming continued service and the satisfaction of performance conditions, this award will vest no sooner than December 31, 2024 and no later than December 31, 2026.

4. Assuming continued service and the satisfaction of performance conditions, this award will vest no sooner than January 19, 2026 and no later than January 19, 2028.

5. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash, upon the reporting person's termination of service.

Remarks:

	/s/ Kirtan Parikh, as Attorney-in-Fact for Katherine D. Bonnafe	04/21/2023
	** 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 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.
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