| 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
MALVERN BANCORP, INC. [ MLVF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2023 | ||||||||||||||||||||||||||
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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 | 07/17/2023 | D | 166,350.24 | D | (1) | 0 | D | |||
| Common Stock | 07/17/2023 | D | 38,719 | D | (1) | 0 | I | By Marcia Kent Special Trust | ||
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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 | $16.02 | 07/17/2023 | D | 1,000 | (2) | 03/31/2026 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $26.2 | 07/17/2023 | D | 1,166 | (2) | 12/29/2027 | Common Stock | 1,166 | (2) | 0 | D | ||||
| Stock Options | $21 | 07/17/2023 | D | 1,000 | (2) | 03/28/2027 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $20.9 | 07/17/2023 | D | 1,000 | (2) | 02/26/2029 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $20.28 | 07/17/2023 | D | 1,000 | (2) | 02/26/2030 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $18.69 | 07/17/2023 | D | 1,000 | (2) | 04/01/2031 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $16.05 | 07/17/2023 | D | 1,000 | (2) | 05/03/2032 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Stock Options | $17.86 | 07/17/2023 | D | 1,000 | (2) | 03/06/2033 | Common Stock | 1,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2022, as amended by the amendments thereto (the "Merger Agreement"), by and among Malvern Bancorp, Inc. (the "Company"), Malvern Bank, National Association, First Bank, and FB Merger Subsidiary LLC. Pursuant to the Merger Agreement each share of Company common stock was converted into .7733 shares of common stock of First Bank and $7.80 in cash. |
| 2. These stock options, which provided for vesting in five equal annual installments beginning on the date of grant, were fully vested and canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (a) the number of shares of Malvern Bancorp Common Stock underlying such stock option multiplied by (b) the excess, if any, of (i) the 0.7733 exchange ratio multiplied by the average closing price of First Bank common stock for the 20 trading days preceding the 10th day prior to the closing date of the merger, plus $7.80 in cash over (ii) the per share exercise price of such option. |
| Remarks: |
| This "Exit" Form 4 is being voluntarily filed to report that the Reporting Person is no longer subject to Section 16 reporting. |
| /s/ Howard Kent | 07/17/2023 | |
| ** 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. | ||