Hillel Shohet - Jun 1, 2021 Form 3 Insider Report for Professional Holding Corp. (PFHD)

Role
Director of Subsidiary
Signature
/s/ Hillel Shohet
Stock symbol
PFHD
Transactions as of
Jun 1, 2021
Transactions value $
$0
Form type
3
Date filed
6/2/2021, 04:42 PM
Next filing
Feb 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PFHD Class A Common Stock 97.5K Jun 1, 2021 Direct

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
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 9.71K $6.64 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 8.61K $7.40 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 8.61K $7.40 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 9.66K $10.79 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 10K $9.76 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 32.8K $12.04 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 5.4K $10.79 Direct F1, F2, F3
holding PFHD Non-Qualified Stock Options (Right to Buy) Jun 1, 2021 Class A Common Stock 15.1K $12.87 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.