Cortland Bancorp (CLDB) Form 4 CORTLAND BANCORP / DAVID C COLE 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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X

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^*

COLE DAVID C

(Last) (First) (Middle)

194 WEST MAIN ST.

(Street)

CORTLAND OH 44410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORTLAND BANCORP INC [ CLDB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

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
Cortland Bancorp Common Stock	11/01/2021		D		7,695.487	D	(1)	0	D
Cortland Bancorp Common Stock	11/01/2021		D		683.267	D	(1)	0	I	Spouse
Cortland Bancorp Common Stock	11/01/2021		D		280.344	D	(1)	0	I	Spouse/Custodian for Benjamin
Cortland Bancorp Common Stock	11/01/2021		D		1,205.159	D	(1)	0	I	Spouse/Custodian for Christopher
Cortland Bancorp Common Stock	11/01/2021		D		418.259	D	(1)	0	I	Spouse/Custodian for Jonathan

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

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated June 22, 2021 (the "Agreement"), by and among Cortland Bancorp ("Cortland"), Farmers National Banc Corp. ("Farmers") and FMNB Merger Subsidiary IV, LLC ("FMNB"), pursuant to which Cortland merged with and into Farmers (the "Merger") on November 1, 2021 (the "Closing Date"). Pursuant to the Agreement, each share of Cortland common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Cortland or Farmers) was converted into the right to receive 1.75 shares (the "Exchange Ratio") of Farmers common stock. The price of Farmers common stock on NASDAQ on the Closing Date was $18.95.

Remarks:

	David C. Cole	11/01/2021
	** 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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