EVP, Chief Information Officer Sadowski John D returned 47,034 shares to the company and was granted 3,386 shares, closing all direct ownership in the company (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) 04/01/2025 | ||||||||||||||||||||||||||
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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 | 04/01/2025 | D | 29,411.6257 | D | (1) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 1,880 | D | (1) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 2,928 | D | (1) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 2,499 | D | (1) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 641 | D | (2) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 2,194 | D | (2) | 0 | D | |||
| Common Stock | 04/01/2025 | D | 4,094 | D | (2) | 0 | D | |||
| Common Stock | 04/01/2025 | A | 3,386 | A | (3) | 3,386 | D | |||
| Common Stock | 04/01/2025 | D | 3,386 | D | (3) | 0 | 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 | ||||||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("AUB") (the "Merger Agreement"), including in respect of shares underlying, as applicable, SASR RSA Awards as defined in the Merger Agreement. Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity. At the Effective Time of the merger (as defined in the Merger Agreement), each share of Sandy Spring common stock issued and outstanding immediately prior to such time, and each share of Sandy Spring common stock underlying the reporting person's SASR RSA Awards, was converted into the right to receive 0.900 shares of AUB common stock, and, if applicable, cash in lieu of fractional shares. On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share and the closing price of AUB's common stock was $31.14 per share. |
| 2. At the Effective Time of the merger (as defined in the Merger Agreement), pursuant to the terms of the Merger Agreement, each Sandy Spring Restricted Stock Unit was converted into a time-based restricted stock unit denominated in shares of AUB common stock based on the Exchange Ratio (rounded down to the nearest whole share) and remained subject to the same terms and conditions as applied immediately prior to the Effective Time. |
| 3. Represents performance-based restricted stock units ("PSUs") which had not been previously reported that converted into time-vesting AUB restricted stock units pursuant to the terms of the Merger Agreement. The PSUs were originally granted on March 12, 2025 under the Sandy Spring Bancorp, Inc. 2024 Equity Plan. |
| Remarks: |
| /s/ Janet VA Replogle, attorney-in-fact for Mr. Sadowski | 03/31/2025 | |
| ** 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. | ||