| 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
Eastern Bankshares, Inc. [ EBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2024 | ||||||||||||||||||||||||||
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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 | 246,337 | I | By Revocable Trust | |||||||
| Common Stock | 3,416 | I | By ESOP | |||||||
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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 | ||||||||
| Restricted Stock Units | (1)(2) | (3) | (3) | Common Stock | 3,232 | 3,232 | D | ||||||||
| Restricted Stock Units | (1)(2) | (4) | (4) | Common Stock | 11,241 | 11,241 | D | ||||||||
| Restricted Stock Units | (1)(2) | (5) | (5) | Common Stock | 34,544 | 34,544 | D | ||||||||
| Restricted Stock Units | (1)(2) | (6) | (6) | Common Stock | 33,721 | 33,721 | D | ||||||||
| Restricted Stock Units | (1)(2) | (7) | (7) | Common Stock | 42,221 | 42,221 | D | ||||||||
| Restricted Stock Units | (8) | 09/03/2024 | A | 25,821 | (9) | (9) | Common Stock | 25,821 | $0.00 | 25,821 | D | ||||
| Explanation of Responses: |
| 1. Eastern Bankshares, Inc. (the "Company") issued these time-based restricted stock units ("RSUs") as of July 12, 2024, when the Company completed a merger with Cambridge Bancorp ("Cambridge"). Pursuant to the terms of the Agreement and Plan of Merger, dated September 19, 2023, Cambridge RSUs and performance-based restricted stock units ("PRSUs") were assumed and converted to Company RSUs at an exchange ratio of 4.956 Company units for each Cambridge unit. |
| 2. Restricted stock units convert into common stock on a one-for-one basis. |
| 3. This award for 3,232 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on February 15, 2021, that vested in three equal annual installments beginning one year after the grant date. The reporting person elected to defer receipt of common stock issuable upon the vesting of these RSUs. |
| 4. This award for 11,241 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on February 15, 2022, that provided for vesting in three equal annual installments beginning one year after the grant date. Subject to continued service, the final tranche of this Company RSU award will vest on February 15, 2025. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations. |
| 5. This award for 34,544 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on April 28, 2023, that provided for vesting in three equal annual installments beginning one year after the grant date. Subject to continued service, the remaining tranches will vest on April 28 of 2025 and 2026, respectively. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations. |
| 6. This award for 33,721 Company RSUs replaced an award of Cambridge PRSUs granted to the reporting person on February 15, 2022. Subject to continued service, the Company RSU award provides for cliff vesting on December 31, 2024. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations. |
| 7. This award for 42,221 Company RSUs replaced an award of Cambridge PRSUs granted to the reporting person on April 28, 2023. Subject to continued service, the Company RSU award provides for cliff vesting on December 31, 2025. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations. |
| 8. Each restricted stock unit represents a contingent right to receive one share of Company common stock on the applicable vesting date. |
| 9. On September 3, 2024, the reporting person was granted 25,821 restricted stock units that vest in three equal annual installments beginning September 3, 2025, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| /s/ Kathleen C. Henry, by Power of Attorney | 09/04/2024 | |
| ** 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. | ||