SEC Form 4: Rubino Todd J covered exercise/tax liability with 1,477 shares, returned 22,531 shares to the company and was granted 4,922 shares, closing all direct ownership in the company
$SAL
Savings Institutions
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
SALISBURY BANCORP, INC. [ SAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2023 | ||||||||||||||||||||||||||
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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 | 08/10/2023 | A | 1,322 | A | $0.00 | 17,734(1) | D | |||
| Common Stock | 08/10/2023 | F | 397 | D | $27.45 | 17,337(1) | D | |||
| Common Stock | 08/10/2023 | A | 3,600 | A | $0.00 | 20,937(2) | D | |||
| Common Stock | 08/10/2023 | F | 1,080 | D | $27.45 | 19,857(2) | D | |||
| Common Stock | 08/11/2023 | D | 19,857 | D | (3) | 0 | D | |||
| Common Stock | 08/11/2023 | D | 2,674 | D | (3) | 0 | 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 | ||||||||
| Explanation of Responses: |
| 1. Award of performance-based restricted stock units (PBRSUs) pursuant to the Issuer's 2017 Long Term Incentive Plan. 900 units were granted on 6/23/21 and 1,000 units were granted on 2/28/22, subject to three-year cliff vesting and the satisfaction of certain performance criteria. A pro-rata portion of the shares (784 and 538 respectively) vested on 8/10/2023, subject to accelerated vesting upon certain change in control events. |
| 2. Award of restricted stock pursuant to the Issuer's 2017 Long Term Incentive Plan. 1,800 shares were granted on 5/19/21 and 1,800 shares were granted on 2/28/22, subject to three-year cliff vesting. The shares vested on 8/10/2023, subject to accelerated vesting upon certain change in control events. |
| 3. Each share of Issuer common stock was converted into and became exchangeable for the right to receive 0.7450 shares of NBT Bancorp Inc. ("Buyer") common stock. |
| Remarks: |
| This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving in the role as the Company's executive officer, effective as of August 11, 2023, and therefore is no longer subject to Section 16 reporting for Salisbury. |
| /s/ Todd J. Rubino | 08/14/2023 | |
| ** 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. | ||