Mark S. Berset - Oct 18, 2023 Form 4 Insider Report for BayFirst Financial Corp. (BAFN)

Role: Director
Signature: /s/ Barbara Felts, Attorney-in-fact
Stock symbol: BAFN
Transactions as of: Oct 18, 2023
Transactions value $: $600,000
Form type: 4
Date filed: 10/19/2023, 10:49 AM
Previous filing: Sep 18, 2023
Next filing: Nov 8, 2023

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

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Underlying Class	Ownership	Footnotes
transaction	BAFN	Series C Cumulative Convertible Preferred Stock	Purchase	$100K	+100	$1,000.00^*	100	Oct 18, 2023	Common Stock	Linda Berset Irrevocable Trust	F1
transaction	BAFN	Series C Cumulative Convertible Preferred Stock	Purchase	$350K	+350	$1,000.00^*	350	Oct 18, 2023	Common Stock	Mark and Linda Berset, JTWROS	F1
transaction	BAFN	Series C Cumulative Convertible Preferred Stock	Purchase	$150K	+150	$1,000.00^*	150	Oct 18, 2023	Common Stock	Mark Berset Irrevocable Trust	F1

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

Explanation of Responses:

Id	Content
F1	Mr. Berset acquired a total of 600 shares of Series C Cumulative Convertible Preferred Stock which were purchased in the name of three different trusts. The Series C Cumulative Convertible Preferred Stock has a liquidation preference of $1,000 per share. The holders of Series C Cumulative Convertible Preferred Stock have the right to convert such shares into shares of common stock at a conversion ratio equal to the quotient of: (i) the $1,000 liquidation preference; divided by (ii) the tangible book value per share of common stock, calculated on the basis of BayFirst Financial Corp. financial statements, as of the last day of the calendar quarter occurring prior to the date on which a holder exercises the conversion right; provided, however, that tangible book value shall be adjusted to reflect a subsequent quarter end only on the last day of the month succeeding such quarter end.

Content

Mr. Berset acquired a total of 600 shares of Series C Cumulative Convertible Preferred Stock which were purchased in the name of three different trusts. The Series C Cumulative Convertible Preferred Stock has a liquidation preference of $1,000 per share. The holders of Series C Cumulative Convertible Preferred Stock have the right to convert such shares into shares of common stock at a conversion ratio equal to the quotient of: (i) the $1,000 liquidation preference; divided by (ii) the tangible book value per share of common stock, calculated on the basis of BayFirst Financial Corp. financial statements, as of the last day of the calendar quarter occurring prior to the date on which a holder exercises the conversion right; provided, however, that tangible book value shall be adjusted to reflect a subsequent quarter end only on the last day of the month succeeding such quarter end.