Director Sager Terry L returned 74,242 shares to the company, closing all direct ownership in the company (SEC Form 4)
$WMPN
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
William Penn Bancorporation [ WMPN ] |
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 | ||||||
| Common Stock | 04/30/2025 | D | 36,608 | D | $0(1) | 0 | D | |||
| Common Stock | 04/30/2025 | D | 8,343 | D | $0(2) | 0 | I | By Stock Award(3) | ||
| Common Stock | 04/30/2025 | D | 26,257 | D | $0(1) | 0 | I | By ESOP | ||
| Common Stock | 04/30/2025 | D | 3,034 | D | $0(2) | 0 | I | By Stock Award II(4) | ||
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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) | $11.82 | 04/30/2025 | D | 34,760 | 05/11/2023(6) | 05/11/2032 | Common Stock | 34,760 | $0(5) | 0 | D | ||||
| Stock Option (right to buy) | $12.44 | 04/30/2025 | D | 9,480 | 01/23/2025(7) | 01/23/2034 | Common Stock | 9,480 | $0(5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024, by and between William Penn Bancorporation (William Penn) and Mid Penn Bancorp, Inc. (Mid Penn), pursuant to which William Penn will merge with and into Mid Penn with Mid Penn as the surviving corporation (the Merger). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of William Penn common stock then issued and outstanding was converted into the right to receive 0.426 shares of Mid Penn common stock, with cash paid in lieu of any fractional shares. On April 30, 2025, the closing price of William Penn's common stock was $12.32 per share and the closing price of Mid Penn's common stock was $29.05 per share. |
| 2. Pursuant to the terms of the Merger Agreement each restricted stock award of William Penn (William Penn RSA) outstanding prior to the effective time of the Merger was assumed by Mid Penn and was converted into a time-based restricted stock award of Mid Penn (Mid Penn RSA) with the number of shares underlying such Mid Penn RSA adjusted based on the Exchange Ratio rounded down to the nearest whole number of shares. Each assumed Mid Penn RSA continues to be subject to the same terms and conditions as applied to the William Penn RSA immediately prior to the effective time of the Merger. |
| 3. Stock Awards granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 11, 2023. |
| 4. Stock Awards granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on January 23, 2025. |
| 5. Pursuant to the terms of the Merger Agreement, each William Penn stock option outstanding and unexercised immediately prior to the effective time of the Merger, was assumed and converted automatically into a Mid Penn stock option to purchase the number of shares of Mid Penn common stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of William Penn common stock subject to such William Penn option immediately prior to the effective time of the Merger, multiplied by (B) the Exchange Ratio, which Mid Penn option shall have an exercise price equal to the quotient (rounded up to the nearest cent) obtained by dividing (1) the exercise price of such William Penn option immediately prior to the effective time of the Merger, by (2) the Exchange Ratio. Each assumed Mid Penn option continues to be subject to the same terms as applied to the William Penn option immediately prior to the effective time of the Merger. |
| 6. Stock Options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 11, 2023. |
| 7. Stock Options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on January 23, 2025. |
| Remarks: |
| /s/Jonathan T. Logan, Power of Attorney | 05/01/2025 | |
| ** 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. | ||