Lauren Messmore - Oct 7, 2022 Form 4 Insider Report for Randolph Bancorp, Inc. (RNDB)

Role
EVP, CFO and Treasurer
Signature
/s/ Lauren B. Messmore
Stock symbol
RNDB
Transactions as of
Oct 7, 2022
Transactions value $
$0
Form type
4
Date filed
10/7/2022, 06:00 PM
Previous filing
Dec 8, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RNDB Common Stock Other -66.6K -100% 0 Oct 7, 2022 Direct F1
transaction RNDB Common Stock Other -6K -100% 0 Oct 7, 2022 Held by IRA F1
transaction RNDB Common Stock Other -158 -100% 0 Oct 7, 2022 ESOP F1, F2
transaction RNDB Performance Restricted Stock Unit Other -2K -100% 0 Oct 7, 2022 Direct F3

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 RNDB Stock Options (Right to Buy) Other -11.8K -100% 0 Oct 7, 2022 Common Stock 11.8K $8.78 Direct F4
transaction RNDB Stock Options (Right to Buy) Other -20K -100% 0 Oct 7, 2022 Common Stock 20K $11.48 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lauren Messmore is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Issuer common stock, whether vested and unvested, were converted into the right to receive $27.00 in cash pursuant to the Agreement and Plan of Merger by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. and the Issuer (the "Merger Agreement").
F2 Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
F3 Each performance restricted stock unit, which represents a contingent right to receive Issuer common stock, was deemed vested at the target level and became exchangeable for the right to receive $27.00 in cash pursuant to the terms of the Merger Agreement.
F4 Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Issuer common stock provided for in such option and (ii) the excess, if any, of $27.00 over the exercise price per share of Issuer common stock provided for in such option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes.