Amy Doll - Jul 1, 2024 Form 4 Insider Report for ORRSTOWN FINANCIAL SERVICES INC (ORRF)

Role
EVP, Chief Operations Officer
Signature
/s/ Casara I Kieffer as P.O.A.
Stock symbol
ORRF
Transactions as of
Jul 1, 2024
Transactions value $
$0
Form type
4
Date filed
7/3/2024, 04:11 PM
Previous filing
Jun 18, 2024
Next filing
Aug 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORRF Orrstown Financial Services, Inc, Common Stock Award $0 +13.4K $0.00 13.4K Jul 1, 2024 Direct F1
transaction ORRF Orrstown Financial Services, Inc. Common, Restricted Stock Award $0 +6.67K $0.00 6.67K Jul 1, 2024 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ORRF Stock Option (right to buy) Award $0 +1.17K $0.00 1.17K Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 1.17K $17.59 Direct F3
transaction ORRF Stock Option (right to buy) Award $0 +805 $0.00 805 Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 805 $17.64 Direct F3
transaction ORRF Stock Option (right to buy) Award $0 +5.6K $0.00 5.6K Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 5.6K $19.64 Direct F3
transaction ORRF Stock Option (right to buy) Award $0 +3.13K $0.00 3.13K Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 3.13K $21.23 Direct F3
transaction ORRF Stock Option (right to buy) Award $0 +2K $0.00 2K Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 2K $29.92 Direct F3
transaction ORRF Stock Option (right to buy) Award $0 +2.31K $0.00 2.31K Jul 1, 2024 Orrstown Financial Services, Inc, Common Stock 2.31K $25.99 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 1, 2024, Codorus Valley Bancorp, Inc. (CVLY) merged with and into Orrstown Financial Services, Inc. (ORRF). Pursuant to the merger, each share of CVLY common stock held by the reporting person was converted into the right to receive 0.875 shares of ORRF common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $25.40 per share. The closing price of ORRF common stock on June 28, 2024 was $27.36 per share.
F2 Represents an award of shares of restricted stock of ORRF vesting on July 28, 2025 upon achievement of targeted expense savings based on ORRFs going forward annual expense run rate at June 30, 2025 compared to the combined reported expenses of ORRF and CVLY (excluding merger-related and other extraordinary expenses in both cases) for the year ended December 31, 2023.
F3 At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio.