EVP, Chief Human Resources Off Fernandes Gary John was granted 955 shares and covered exercise/tax liability with 369 shares, increasing direct ownership by 13% to 8,167 units (SEC Form 4)
$SASR
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
SANDY SPRING BANCORP INC [ SASR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2025 | ||||||||||||||||||||||||||
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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 | 03/12/2025 | A | 955 | A | $0(1) | 8,167.2397 | D | |||
| Common Stock | 03/12/2025 | F | 369 | D | $28.59 | 7,798.2397 | D(2) | |||
| Common Stock | 488 | D(3) | ||||||||
| Common Stock | 202.7079 | D(4) | ||||||||
| Common Stock | 1,718 | D(5) | ||||||||
| Common Stock | 2,214 | D(6) | ||||||||
| Common Stock | 3,205 | D(7) | ||||||||
| Common Stock | 1,955.0584 | D(8) | ||||||||
| Common Stock | 1,890 | D(9) | ||||||||
| Common Stock | 1,432 | D(10) | ||||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. On March 16, 2022, the reporting person was granted shares of restricted stock units subject to certain performance criteria to be achieved January 1, 2022 through December 31, 2024. The result of that award was determined and granted on March 12, 2025. |
| 2. Shares of vested restricted stock were withheld for tax obligations. |
| 3. Restricted stock units awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2023, April 1, 2024, and April 1 2025. |
| 4. Shares held in the Sandy Spring Bank 401(k) Plan |
| 5. Restricted stock units awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2024, April 1, 2025, and April 1 2026. |
| 6. Restricted stock granted on December 26, 2024 under the 2024 Equity Plan will vest on December 31, 2026. |
| 7. Restricted stock units awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2025, April 1, 2026, and April 1 2027. |
| 8. Shares purchased through the Employee Stock Purchase Plan. |
| 9. Restricted stock granted on December 26, 2024 under the 2024 Equity Plan will vest on December 31, 2025. |
| 10. Restricted stock granted on December 26, 2024 under the 2024 Equity Plan will vest ratably on April 1, 2026, April 1, 2027, and April 1, 2028. |
| Remarks: |
| /s/ Janet VA Replogle, attorney-in-fact for Mr. Fernandes | 03/14/2025 | |
| ** 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. | ||