Mark R. DeFazio - Mar 6, 2023 Form 4/A - Amendment Insider Report for Metropolitan Bank Holding Corp. (MCB)

Role
President and CEO, Director
Signature
/s/ Mark DeFazio
Stock symbol
MCB
Transactions as of
Mar 6, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
4/28/2023, 05:13 PM
Date Of Original Report
Mar 7, 2023
Previous filing
Mar 3, 2023
Next filing
Mar 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCB Common Stock Other 0 0% 130K Mar 6, 2023 Direct F1, F2, F3, F4, F5, F6

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 MCB Stock Options Other $0 0 0% $0.00* 46.2K Mar 6, 2023 Common Stock 46.2K $18.00 Direct F1, F7
transaction MCB Stock Options Other $0 0 0% $0.00* 74K Mar 6, 2023 Common Stock 74K $18.00 Direct F1, F7
transaction MCB Stock Options Other $0 0 0% $0.00* 30K Mar 6, 2023 Common Stock 30K $18.00 Direct F1, F7
transaction MCB Stock Options Other $0 0 0% $0.00* 70K Mar 6, 2023 Common Stock 70K $18.00 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 6, 2023, Metropolitan Bank Holding Corp. (the "Company") purported to make a loan to the Reporting Person in the amount of $7,468,000, with a fixed interest rate of 5.708% per annum (the "2023 Loan"), and the Reporting Person used substantially all of the proceeds of the 2023 Loan to exercise certain existing stock options (the "Option Shares") and satisfy withholding tax obligations in connection with such exercise (the "Option Exercise"). On April 26, 2023, the Company and the Reporting Person entered into a Rescission Agreement (the "Rescission Agreement"). The Rescission Agreement provided, among other things, that the 2023 Loan and the Option Exercise would be rescinded and deemed null and void. The Company's Board of Directors approved the Rescission Agreement in accordance with Rule 16b-3 under the Securities Exchange Act of 1934.
F2 Not applicable.
F3 Includes restricted stock units granted on February 24, 2021 that vest at a rate of 33.3% per year commencing on March 1, 2022.
F4 Includes restricted stock units granted on February 23, 2022 that vest at a rate of 33.3% per year commencing on March 1, 2023.
F5 Includes restricted stock units granted on March 1, 2023 that vest at a rate of 33.3% per year commencing on March 1, 2024.
F6 Includes restricted stock units granted on March 1, 2023 that vest 100% on March 1, 2024.
F7 Fully vested and exercisable.