Kenneth C. Cook - Apr 1, 2025 Form 4 Insider Report for SANDY SPRING BANCORP INC (SASR)

Role: Director
Signature: /s/ Janet VA Replogle, attorney-in-fact for Mr. Cook
Stock symbol: SASR
Transactions as of: Apr 1, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/2/2025, 03:58 PM
Previous filing: Mar 14, 2025
SEC: View on sec.gov

This filing has been restated, see here for the amended filing

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Date	Ownership	Footnotes
transaction	SASR	Common Stock	Disposed to Issuer	-958	-100%	Apr 1, 2025	Direct	F1
transaction	SASR	Common Stock	Disposed to Issuer	-2.08K	-100%	Apr 1, 2025	Direct	F1
transaction	SASR	Common Stock	Disposed to Issuer	-290K	-100%	Apr 1, 2025	Direct	F1

Showing 1 to 3 of 3 entries

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SASR	Stock Options (Right to Buy)	Disposed to Issuer	-10.1K	-100%	Apr 1, 2025	Common Stock	10.1K	$16.20	Direct	F2
transaction	SASR	Stock Options (Right to Buy)	Disposed to Issuer	-7.47K	-100%	Apr 1, 2025	Common Stock	7.47K	$14.77	Direct	F2
transaction	SASR	Stock Options (Right to Buy)	Disposed to Issuer	-35.8K	-100%	Apr 1, 2025	Common Stock	35.8K	$14.77	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kenneth C. Cook is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("AUB") (the "Merger Agreement"), including in respect of shares underlying, as applicable, SASR RSU Awards as defined in the Merger Agreement. Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity. At the Effective Time of the Merger (as defined in the Merger Agreement), each share of Sandy Spring common stock issued and outstanding immediately prior to such time, and each share of Sandy Spring common stock underlying the reporting person's SASR RSU Awards, was converted into the right to receive 0.900 shares of AUB common stock, and, if applicable, cash in lieu of fractional shares. On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share and the closing price of AUB's common stock was $31.14 per share.
F2	These stock options were canceled in the merger in exchange for total of 18,983 shares of AUB common stock with a market value of $31.14 per share on March 31, 2025.

Content

Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("AUB") (the "Merger Agreement"), including in respect of shares underlying, as applicable, SASR RSU Awards as defined in the Merger Agreement. Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity. At the Effective Time of the Merger (as defined in the Merger Agreement), each share of Sandy Spring common stock issued and outstanding immediately prior to such time, and each share of Sandy Spring common stock underlying the reporting person's SASR RSU Awards, was converted into the right to receive 0.900 shares of AUB common stock, and, if applicable, cash in lieu of fractional shares. On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share and the closing price of AUB's common stock was $31.14 per share.

These stock options were canceled in the merger in exchange for total of 18,983 shares of AUB common stock with a market value of $31.14 per share on March 31, 2025.