Bryn Mawr Bank (BMTC) Form 5 BRYN MAWR BANK / A JOHN MAY III ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MAY A JOHN III

(Last) (First) (Middle)

400 BERWYN PARK,

899 CASSATT ROAD

(Street)

BERWYN PA 19312-1183

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRYN MAWR BANK CORP [ BMTC ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							14,331	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)						(1)	(1)	Common Stock	1,887		1,887	D(2)
Phantom Stock	(1)						(1)	(1)	Common Stock	1,959		1,959	D(3)
Restricted Stock Units	(4)						(5)	(5)	Common Stock	68		68	D
Restricted Stock Units	(4)						(6)	(6)	Common Stock	216		216	D
Restricted Stock Units	(4)						(7)	(7)	Common Stock	169		169	D

Explanation of Responses:

1. 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 as a director.

2. Held in Bryn Mawr Trust Company Deferred Compensation Plan for Directors.

3. Held in Bryn Mawr Bank Corporation Deferred Compensation Plan for Directors.

4. Each restricted stock unit represents a contingent right to receive one share of BMTC common stock.

5. Represents Restricted Stock Units granted under the Bryn Mawr Bank Corporation amended and restated 2010 long-term incentive plan that, subject to certain conditions, will vest on August 11, 2020.

6. Represents Restricted Stock Units granted under the Bryn Mawr Bank Corporation amended and restated 2010 long-term incentive plan that, subject to certain conditions, will vest on May 2, 2022.

7. Represents Restricted Stock Units granted under the Bryn Mawr Bank Corporation amended and restated 2010 long-term incentive plan that, subject to certain conditions, will vest on August 9, 2021.

Remarks:

	/s/ Diane McDonald, Attorney-in-Fact	02/04/2020
	** 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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