Marc Mcconnell - Oct 1, 2024 Form 4 Insider Report for Capital Bancorp Inc (CBNK)

Role
Director
Signature
/s/ Marc McConnell, by Eric Martin as Attorney in Fact
Stock symbol
CBNK
Transactions as of
Oct 1, 2024
Transactions value $
$0
Form type
4
Date filed
10/2/2024, 02:19 PM
Previous filing
Sep 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBNK Common Stock Award +11.8K 11.8K Oct 1, 2024 Direct F1, F2
transaction CBNK Common Stock Award +157K 157K Oct 1, 2024 By McConnell Legacy Investments, LLC F1, F2
transaction CBNK Common Stock Award +3.35K 3.35K Oct 1, 2024 By Marc H McConnell IRA F1, F2
transaction CBNK Common Stock Award +44.8K 44.8K Oct 1, 2024 By Marc H McConnell Revocable Trust F1, F2
transaction CBNK Common Stock Award +557 557 Oct 1, 2024 By son F1, F2
transaction CBNK Common Stock Award +557 557 Oct 1, 2024 By daughter F1, F2

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 CBNK Stock Options Award $0 +323 $0.00 323 Oct 1, 2024 Common Stock 323 $14.82 Direct F3
transaction CBNK Stock Options Award $0 +1.62K $0.00 1.62K Oct 1, 2024 Common Stock 1.62K $19.18 Direct F4
transaction CBNK Stock Options Award $0 +3.23K $0.00 3.23K Oct 1, 2024 Common Stock 3.23K $16.09 Direct F5
transaction CBNK Stock Options Award $0 +4.04K $0.00 4.04K Oct 1, 2024 Common Stock 4.04K $17.95 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock.
F2 On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share.
F3 Received in the Merger in exchange for an employee stock option to acquire 200 shares of IFHI common stock for $23.95 per share. The stock options vest 100% on January 1, 2025.
F4 Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.
F5 Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.
F6 Received in the Merger in exchange for an employee stock option to acquire 2,500 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.