Chief Corp Development Officer Stephon Kenneth John was granted 106,712 units of Mid Penn Bancorp (SEC Form 4)
$MPB
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
MID PENN BANCORP INC [ MPB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Mid Penn Bancorp, Inc. Common Stock | 04/30/2025 | A | 36,218 | A | $0(1) | 36,218 | D | |||
| Mid Penn Bancorp, Inc. Common Stock | 04/30/2025 | A | 17,428 | A | $0(1) | 17,428 | I | By 401(k) | ||
| Mid Penn Bancorp, Inc. Common Stock | 04/30/2025 | A | 16,357 | A | $0(1) | 16,357 | I | By IRA | ||
| Mid Penn Bancorp, Inc. Common Stock | 04/30/2025 | A | 4,402 | A | $0(1) | 4,402 | I | By ESOP | ||
| Mid Penn Bancorp, Inc. Common Restricted Stock | 04/30/2025 | A | 32,307 | A | $0(1) | 32,307(2) | 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 | ||||||||
| Stock Option (right to buy) | $27.26(3) | 05/17/2023(4) | 05/17/2032 | Mid Penn Bancorp, Inc. Common Stock | 134,616(1) | 134,616 | D | ||||||||
| Explanation of Responses: |
| 1. Acquired pursuant to the Agreement and Plan of Merger, dated October 31, 2024 (the "Merger Agreement"), by and between Mid Penn Bancorp, Inc. ("MPB") and William Penn Bancorporation ("WMPN"), pursuant to which WMPN merged with and into MPB, with MPB continuing as the surviving corporation ("Merger"), on April 30, 2025. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of WMPN issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.426 shares of common stock of MPB (the "Exchange Ratio"), and each outstanding option to acquire WMPN common stock was adjusted to reflect the Exchange Ratio. |
| 2. Restricted stock granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, which vest ratably over five years commencing May 17, 2023. |
| 3. Exercise price has been adjusted to reflect the Exchange Ratio. |
| 4. Stock options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, which vest ratably over five years commencing May 17, 2023. |
| Remarks: |
| /s/ Kenneth J. Stephon | 05/02/2025 | |
| ** 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. | ||