Bar Harbor Bankshares (BHB) Form 4 BAR HARBOR BANKSHARES / John M Mercier 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Mercier John M

(Last) (First) (Middle)

C/O BAR HARBOR BANKSHARES

P.O. BOX 400, 82 MAIN STREET

(Street)

BAR HARBOR ME 04609

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAR HARBOR BANKSHARES [ BHB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2019

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	04/23/2019		M		323	A	$0(1)	1,015	D
Common Stock	04/23/2019		M		323	A	$0(1)	1,338	D
Common Stock	04/23/2019		M		448	A	$0(1)	1,786	D
Common Stock	04/23/2019		M		634	A	$0(2)	2,420	D
Common Stock	04/23/2019		F		423(3)	D	$26.25	1,997	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
Restricted Stock Units (RSUs) 2016 - 2018	$0.0(4)	04/23/2019		M			323	04/23/2018	04/23/2019	Common Stock	323	$0	0	D
Restricted Stock Units (RSUs) 2017 - 2019	$0.0(4)	04/23/2019		M			323	04/23/2018	04/23/2020	Common Stock	323	$0	323(5)	D
Restricted Stock Units (RSUs) 2018 - 2020	$0.0(4)	04/23/2019		M			448	04/23/2019	04/23/2021	Common Stock	448	$0	894(6)	D
Performance Stock Units (PSUs)	$0.0(7)	04/23/2019		M			634	04/23/2019	04/23/2019	Common Stock	634	$0	0	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit was converted into one share of BHB Common Stock.

2. Upon vesting, each performance stock unit was converted into one share of BHB Common Stock.

3. These shares were withheld to satisfy the executive's tax liability associated with the vesting of restricted and performance stock units. This was not an open market sale of securities.

4. Each restricted stock unit represents a contingent right to receive one share of BHB Common Stock.

5. Represents the number of restricted stock units remaining in the 2017-2019 Long Term Incentive Plan for this executive.

6. Represents the number of restricted stock units remaining in the 2018-2020 Long Term Incentive Plan for this executive.

7. Each performance stock unit represents a contingent right to receive one share of BHB Common Stock.

Remarks:

	/s/ Olivia Erickson, as attorney-in-fact	04/25/2019
	** 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).
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.