Bar Harbor Bankshares (BHB) Form 4 BAR HARBOR BANKSHARES / GREGORY W DALTON 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^*

DALTON GREGORY W

(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)
04/24/2017

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(1)	04/24/2017		M		396	A	$0.00(2)	14,231	D
Common Stock(1)	04/24/2017		M		400	A	$0.00(2)	14,631	D
Common Stock(1)	04/24/2017		F		299(3)	D	$0.00(3)	14,332	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)(1)	$0.00(4)	04/24/2017		M			396	04/23/2017	04/23/2017	Common Stock	396	$0.00	396(5)	D
Restricted Stock Units (RSUs)(1)	$0.00(4)	04/24/2017		M			400	04/23/2017	04/23/2017	Common Stock	400	$0.00	799(6)	D

Explanation of Responses:

1. On March 21, 2017, Bar Harbor Bankshares effected a three-for-two split of its common stock (the "Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Stock Split.

2. Upon vesting, each restricted 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 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 time-vested Restricted Stock Units remaining for the 2015-2017 Long Term Incentive Plan (Plan C).

6. The amount represents the number time-vested of Restricted Stock Units remaining for the 2016-2018 Long Term Incentive Plan (Plan D).

Remarks:

	/s/ Kimberly Pruett Ilg, as attorney-in-fact	04/25/2017
	** 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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