Thomas Gerard Zernick - Nov 15, 2021 Form 3 Insider Report for BayFirst Financial Corp. (BAFN)

Role: Executive Vice President
Signature: /s/ Richard Pearlman, Attorney-in-Fact
Stock symbol: BAFN
Transactions as of: Nov 15, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/15/2021, 08:49 AM
Next filing: Dec 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BAFN	Common Stock						6.36K	Nov 15, 2021	Direct

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
holding	BAFN	Option (Right to Buy)							Nov 15, 2021	Common Stock	5.63K	$15.67	Direct	F1
holding	BAFN	Option (Right to Buy)							Nov 15, 2021	Common Stock	8.1K	$17.33	Direct	F2
holding	BAFN	Series B Convertible Preferred Stock							Nov 15, 2021	Common Stock	25		Direct	F3
holding	BAFN	Option (Right to Buy)							Nov 15, 2021	Common Stock	6K	$14.67	Direct	F4
holding	BAFN	Option (Right to Buy)							Nov 15, 2021	Common Stock	5.63K	$14.67	Direct	F5

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

Explanation of Responses:

Id	Content
F1	These options vest in five equal annual installments beginning one year after the 1/15/2020 date of grant.
F2	These options vest in five equal annual installments beginning one year after the 6/12/2018 date of grant.
F3	Mr. Zernick has 25 Series B Convertible Preferred Stock, with a liquidation preference of $25,000. The holders of shares of Series B 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.s 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.
F4	These options vest in five equal annual installments beginning one year after the 3/15/2019 date of grant.
F5	These options vest in five equal annual installments beginning one year after the 1/14/2021 date of grant.