Summit Financial (SMMF) Form 4 SUMMIT FINANCIAL / SCOTT C JENNINGS 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^*

JENNINGS SCOTT C

(Last) (First) (Middle)

PO BOX 438

(Street)

MOOREFIELD WV 26836

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUMMIT FINANCIAL GROUP, INC. [ SMMF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024

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	05/03/2024(2)		J		896.7759(3)	A	$0	14,293.9859	I	By ESOP
Common Stock	05/03/2024		D		14,293.9859	D	(5)	0	I	By ESOP
Common Stock	05/03/2024		D		14,607(4)	D	(5)	0	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
Stock-Settled Stock Appreciation Rights	$12.01	05/03/2024		D			17,947	04/23/2016(1)	04/23/2025	Common Stock	17,947	(6)	0	D
Stock-Settled Stock Appreciation Rights	$26.01	05/03/2024		D			8,151	02/09/2018(1)	02/09/2027	Common Stock	8,151	(6)	0	D
Stock-Settled Stock Appreciation Rights	$23.94	05/03/2024		D			17,052	02/07/2020(1)	02/07/2029	Common Stock	17,052	(6)	0	D
Stock-Settled Stock Appreciation Rights	$21.85	05/03/2024		D			17,221	07/15/2022(1)	07/15/2031	Common Stock	17,221	(6)	0	D
Stock-Settled Stock Appreciation Rights	$26.37	05/03/2024		D			16,730	02/09/2024(1)	02/09/2033	Common Stock	16,730	(6)	0	D

Explanation of Responses:

1. SARs vests in 5 equal annual installments with the beginning date indicated.

2. The information reported herein is based on a plan statement dated 12/31/2023 received in April 2024

3. Between January 1, 2023 and December 31, 2023, acquired 896.7759 shares of Summit Common Stock under the Summit Financial Group, Inc. Employee Stock Ownership Plan.

4. The reported holdings include stock acquired in dividend reinvestment transactions that are exempt from reporting under Rule 16a-11.

5. Disposed of in accordance with the Agreement and Plan of Reorganization, dated as of August 24, 2023 the ("Merger Agreement"), by and between Summit Financial Group, Inc. ("Summit") and Burke & Herbert Financial Services Corp. ("Burke & Herbert") pursuant to which Summit was merged with and into Burke & Herbert effective May 3, 2024 ("the Merger"). At the effective time of the Merger, each issued and outstanding share of Summit common stock was converted into the right to receive 0.5043 shares of Burke &Herbert common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Summit common stock.

6. Pursuant to the Merger Agreement, at the effective time of the Merger, each stock appreciation right was converted into a stock appreciation right of Burke & Herbert (each a "Burke & Herbert Replacement SAR"), with adjustments to the number of shares of Burke & Herbert common stock underlying each Burke & Herbert Replacement SAR and the base price of continuing corporation common stock for each Burke & Herbert Replacement SAR adjusted based on the exchange ratio of 0.5043.

	/s/ Teresa D Ely, Lmtd POA, Attorney-in-Fact	05/03/2024
	** Signature of Reporting Person	Date
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