Robert J. Marino - Jun 14, 2023 Form 4 Insider Report for HV Bancorp, Inc. (HVBC)

Role: Vice-Chair and President, Director
Signature: /s/ Janice Garner, pursuant to power of attorney
Stock symbol: HVBC
Transactions as of: Jun 14, 2023
Transactions value $: -$345,386
Form type: 4
Date filed: 6/16/2023, 04:42 PM
Previous filing: Dec 23, 2022
Next filing: Jun 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HVBC	Common Stock	Tax liability	-$340K	-9.74K	-30.55%	$34.90	22.1K	Jun 14, 2023	Direct
transaction	HVBC	Common Stock	Disposed to Issuer		-22.1K	-100%		0	Jun 16, 2023	Direct	F1
transaction	HVBC	Common Stock	Disposed to Issuer		-79.6K	-100%		0	Jun 16, 2023	By IRA	F1
transaction	HVBC	Common Stock	Disposed to Issuer		-1.64K	-100%		0	Jun 16, 2023	By 401(k)	F1

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	HVBC	Stock Options	Disposed to Issuer	-$5.6K				0	Jun 16, 2023	Common Stock	5.6K	$15.92	Direct	F2

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

Robert J. Marino is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to a merger agreement between the Issuer and Citizens Financial Services, Inc. ("CZFS"), each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $30.50 in cash or (ii) 0.4040 shares of CZFS common stock, subject to allocation procedures to ensure that 20% of the outstanding shares of Issuer common stock are exchanged for cash and 80% of the outstanding shares of Issuer common stock are exchanged for shares of CZFS common stock.
F2	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 multiplied by (ii) the excess, if any, of $30.50 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.

Content

Pursuant to a merger agreement between the Issuer and Citizens Financial Services, Inc. ("CZFS"), each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $30.50 in cash or (ii) 0.4040 shares of CZFS common stock, subject to allocation procedures to ensure that 20% of the outstanding shares of Issuer common stock are exchanged for cash and 80% of the outstanding shares of Issuer common stock are exchanged for shares of CZFS common stock.

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 multiplied by (ii) the excess, if any, of $30.50 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.