SEC Form 4: Dyer Jay exercised 5,562 shares at a strike of $15.11, increasing direct ownership by 16% to 40,332 units
$OBNK
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) 08/29/2023 | ||||||||||||||||||||||||||
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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 | 08/29/2023 | M | 5,562 | A | $15.11 | 40,332 | D | |||
| Common Stock | 18,152 | I | BY ISSUER RETIREMENT PLAN | |||||||
| Common Stock | 3,822 | I | By IRA | |||||||
| Common Stock | 60 | I | By self as custodian for child 1 | |||||||
| Common Stock | 24 | I | By self as custodian for child 2 | |||||||
| Common Stock | 13 | I | By self as custodian for child 3 | |||||||
| Common Stock | 57,906 | I | By limited partnership(1) | |||||||
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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 Options (Right to Buy) | $15.11 | 08/29/2023 | M | 5,562 | (2) | 10/21/2023 | Common Stock | 5,562 | $0 | 17 | D | ||||
| Restricted Stock Units | (3) | (4) | (4) | Common Stock | 4,452 | 4,452(4) | D | ||||||||
| Restricted Stock Units | (3) | (5) | (5) | Common Stock | 1,524 | 1,524(5) | D | ||||||||
| Stock Options (Right to Buy) | $19.64 | (2) | 12/15/2024 | Common Stock | 3,972 | 3,972 | D | ||||||||
| Stock Options (Right to Buy) | $37.76 | (2) | 12/16/2029 | Common Stock | 1,655 | 1,655 | D | ||||||||
| Stock Options (Right to Buy) | $33.23 | (2) | 02/16/2031 | Common Stock | 16,552 | 16,552 | D | ||||||||
| Stock Options (Right to Buy) | $31.72 | (2) | 12/18/2027 | Common Stock | 7,614 | 7,614 | D | ||||||||
| Stock Options (Right to Buy) | $19.64 | (2) | 12/21/2025 | Common Stock | 6,621 | 6,621 | D | ||||||||
| Stock Options (Right to Buy) | $22.28 | (2) | 06/20/2026 | Common Stock | 9,931 | 9,931 | D | ||||||||
| Stock Options (Right to Buy) | $23.64 | (2) | 12/19/2026 | Common Stock | 8,276 | 8,276 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person has investment control over the shares held or controlled by SBSPBL, LP, a limited partnership. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), the filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein. |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger, August 1, 2022, each outstanding and unexercised option to purchase shares of BTH common stock became fully vested and automatically converted into an option to purchase shares of issuer common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of issuer common stock is subject to the same terms and conditions (excluding vesting but including exercisability terms) as the corresponding option to purchase shares of BTH common stock immediately prior to the effective time of the Merger. |
| 3. 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. |
| 4. Granted on February 17, 2023, with 2,226 shares vesting on each of the vesting dates of August 19, 2023, August 19, 2024, and August 19, 2025. |
| 5. Granted on February 17, 2023, vesting ratably over three years with the first vest date of February 17, 2024. |
| Remarks: |
| /s/ Drake Mills, as Attorney-in-Fact | 08/30/2023 | |
| ** 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. | ||