| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PFHD | Class A Common Stock | 97,470 | 01 Jun 2021 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 9,708 | $6.64 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 8,605 | $7.40 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 8,605 | $7.40 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 9,659 | $10.79 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 10,040 | $9.76 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 32,797 | $12.04 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 5,401 | $10.79 | Direct | F1, F2, F3 | ||||||
| holding | PFHD | Non-Qualified Stock Options (Right to Buy) | 01 Jun 2021 | Class A Common Stock | 15,060 | $12.87 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and between Professional Holding Corp. (the "Issuer") and Marquis Bancorp, Inc. ("MBI"), MBI was merged into the Issuer on March 26, 2020 (the "Merger"), with the Issuer as the surviving entity, and each share of common stock of MBI held by the reporting person was converted into the right to receive 1.2048 shares (the "Exchange Ratio") of Class A common stock of the Issuer, plus cash in lieu of any fractional shares. The closing price of the Issuer's Class A common stock on the effective date of the Merger was $15.21. These options were originally granted by MBI. |
| F2 | At the effective time of the Merger, each option to purchase shares of MBI common stock granted under either the Marquis Bank 2009 Stock Option Plan, as amended, or the Marquis Bancorp, Inc. 2017 Stock Option Plan (each, a "Marquis Option") that remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was converted into an option to acquire shares of the Issuer's Class A common stock, with the number of underlying shares and per share exercise price of each such Marquis Option adjusted to reflect the Exchange Ratio. Each such converted Issuer stock option will continue to be subject to the same terms and conditions as applied to the corresponding Marquis Option prior to the effective time of the Merger, except that any Marquis Option held by a person who, as of immediately prior to the effective time of the Merger, was a non-employee director of MBI became fully vested as of the effective time of the Merger. |
| F3 | These options were fully vested and exercisable at the effective time of the Merger. |