Statement of Changes in Beneficial Ownership (4)
March 16 2023 - 1:16PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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O'Brien Joseph J Jr |
2. Issuer Name and Ticker or Trading Symbol
SANDY SPRING BANCORP INC
[
SASR
]
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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 |
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(Last)
(First)
(Middle)
SANDY SPRING BANCORP, INC., 17801 GEORGIA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2023 |
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(Street)
OLNEY, MD 20832
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/15/2023 | | A | | 7293 | A | $0 | 7293 | D (1) | |
| Common Stock | 3/15/2023 | | A | | 8123 | A | $0 | 8123 | D (2) | |
| Common Stock | 3/15/2023 | | F | | 2448 | D | $27.51 | 5675 | D | |
| Common Stock | | | | | | | | 5674.98 | I | 401(k) |
| Common Stock | | | | | | | | 56190.6997 | D | |
| Common Stock | | | | | | | | 695 | D (3) | |
| Common Stock | | | | | | | | 2155 | D (4) | |
| Common Stock | | | | | | | | 3074 | D (5) | |
| Common Stock | | | | | | | | 4276 | D (6) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Restricted stock units awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2024, April 1, 2025, and April 1 2026. |
| (2) | On March 11, 2020, the reporting person was granted restricted stock units that vested based on certain performance criteria for the period from January 1, 2020 through December 31, 2022. Satisfaction of the performance criteria resulted in the reported shares being earned. |
| (3) | Restricted stock awarded under 2015 Omnibus Incentive Plan vests in equal installments annually for five years beginning on April 25, 2019. |
| (4) | Restricted stock awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2021, April 1, 2022, and April 1 2023. |
| (5) | Restricted stock awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2022, April 1, 2023, and April 1 2024. |
| (6) | Restricted stock units awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2023, April 1, 2024, and April 1 2025. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
O'Brien Joseph J Jr
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MD 20832 |
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| Executive Vice President |
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Signatures
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| /s/ Janet VA Replogle, attorney-in-fact for Mr. O'Brien | | 3/16/2023 |
| **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 control number. |
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