Chairman & CEO Puorro Michael P exercised 71,840 shares at a strike of $10.00 and covered exercise/tax liability with 49,974 shares, increasing direct ownership by 8% to 300,254 units (SEC Form 4)
$HNVR
Major Banks
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hanover Bancorp, Inc. /NY [ HNVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/28/2024 | M | 30,000 | A | $10 | 308,388 | D | |||
| Common Stock | 08/28/2024 | F(1) | 19,817 | D | $17.75 | 288,571 | D | |||
| Common Stock | 08/28/2024 | M | 41,840 | A | $10 | 330,411 | D | |||
| Common Stock | 08/28/2024 | F(2) | 30,157 | D | $17.75 | 300,254 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Incentive Stock Option | $10 | 08/28/2024 | M | 30,000 | 10/01/2017 | 10/01/2024 | Common Stock | 30,000 | $0 | 0 | D | ||||
| Non-Qualified Stock Option | $10 | 08/28/2024 | M | 41,840 | 10/01/2017 | 10/01/2024 | Common Stock | 41,840 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents a "net exercise" of outstanding incentive stock options. The reporting person received 10,183 shares of common stock on net exercise of option to purchase 30,000 shares of common stock. The Company withheld 19,817 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on August 27, 2024 of $17.75 pursuant to the terms of the 2013 Stock Option Plan. |
| 2. Represents a "net exercise" of outstanding non-qualified stock options. The reporting person received 11,683 shares of common stock on net exercise of option to purchase 41,840 shares of common stock. The Company withheld 30,157 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on August 27, 2024 of $17.75 pursuant to the terms of 2013 Stock Option Plan. |
| /s/ Gregory Krauss, POA | 08/30/2024 | |
| ** 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 Number. | ||