Chairman, President and CEO Mills Drake converted options into 4,126 shares and covered exercise/tax liability with 1,676 shares, increasing direct ownership by 2% to 141,286 units (SEC Form 4)
$OBK
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
Origin Bancorp, Inc. [ OBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2024 | ||||||||||||||||||||||||||
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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 | 08/20/2024 | M | 4,126 | A | (1) | 142,962 | D | |||
| Common Stock | 08/20/2024 | F(2) | 1,676 | D | $31.28 | 141,286 | D | |||
| Common Stock | 55,149 | I | BY ISSUER RETIREMENT PLAN | |||||||
| Common Stock | 3,466 | I | By IRA | |||||||
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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 | ||||||||
| Restricted Stock Units | (1) | 08/20/2024 | M | 4,126 | (3) | (3) | Common Stock | 4,126 | $0 | 0(3) | D | ||||
| Restricted Stock Units | (4) | (5) | (5) | Common Stock | 1,556 | 1,556(5) | D | ||||||||
| Restricted Stock Units | (4) | (6) | (6) | Common Stock | 129,736 | 129,736(6) | D | ||||||||
| Restricted Stock Units | (4) | (7) | (7) | Common Stock | 3,514 | 3,514(7) | D | ||||||||
| Restricted Stock Units | (4) | (8) | (8) | Common Stock | 15,183 | 15,183(8) | D | ||||||||
| Performance Stock Units | (9) | (10) | (10) | Common Stock | 129,735 | 129,735(10) | D | ||||||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. Represents the number of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale. |
| 3. Granted on August 20, 2021, vesting ratably over three years with the first vest date of August 20, 2022. |
| 4. Each restricted stock unit represents the contingent right to receive, at settlement, one share of the issuer's common stock or cash equal to the fair value thereof (calculated pursuant to the incentive agreement), as determined by the issuer. |
| 5. Granted on February 18, 2022, vesting ratably over three years with the first vest date of February 18, 2023. |
| 6. Granted on December 13, 2022, vest twenty percent on each of the third, fourth, fifth, sixth and seventh anniversaries of the grant date, starting with the first vest date of December 13, 2025, and settle as soon as administratively possible following the applicable vesting date, but in any event within 30 days thereof. |
| 7. Granted on February 17, 2023, vesting ratably over three years with the first vest date of February 17, 2024. |
| 8. Granted on May 20, 2024, vesting ratably over three years with the first vest date of May 20, 2025. |
| 9. Each performance stock unit represents the contingent right to receive, at settlement, one share of the issuer's common stock or cash equal to the fair value thereof (calculated pursuant to the incentive agreement), as determined by the issuer. |
| 10. The performance stock units ("PSUs") are eligible to vest based on achievement of five pre-established stock price hurdles (each, a "Stock Price Hurdle") during a seven-year performance period beginning on December 13, 2022. Each of the five tranches of PSUs will vest on the later of the date that the applicable Stock Price Hurdle is achieved or the third, fourth, fifth, sixth and seventh anniversaries of the grant date. |
| Remarks: |
| /s/ Drake Mills | 08/21/2024 | |
| ** 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. | ||