Form 4 for ORRF ORRSTOWN FINANCIAL SERVICES INC
Accepted 2024-07-03 00:00:00 ET · period of report 2024-07-01 · accession 0000826154-24-000159 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-07-03 | 2024-07-01 | ORRF | DOLL AMY | EVP, Chief Ops Off | A - Grant | $0.00 | +20.0K | 6,667 | New | $0 |
| DM | 2024-07-03 | 2024-07-01 | ORRF | DOLL AMY | EVP, Chief Ops Off | A - Grant | $0.00 | +15.0K | 1,173 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Orrstown Financial Services, Inc, Common Stock | 2024-07-01 | A | A | 13,358 | $0.00 | 13,358 | D | — | — | (F1) On July 1, 2024, Codorus Valley Bancorp, Inc. (CVLY) merged with and into Orrstown Financial Services, Inc. (ORRF). Pursuant to the merger, each share of CVLY common stock held by the reporting person was converted into the right to receive 0.875 shares of ORRF common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $25.40 per share. The closing price of ORRF common stock on June 28, 2024 was $27.36 per share. |
| 2 | Common | Orrstown Financial Services, Inc. Common, Restricted Stock | 2024-07-01 | A | A | 6,667 | $0.00 | 6,667 | D | — | — | (F2) Represents an award of shares of restricted stock of ORRF vesting on July 28, 2025 upon achievement of targeted expense savings based on ORRFs going forward annual expense run rate at June 30, 2025 compared to the combined reported expenses of ORRF and CVLY (excluding merger-related and other extraordinary expenses in both cases) for the year ended December 31, 2023. |
| 3 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 805 | $0.00 | 805 | D | $17.64 · 2024-07-01 to 2024-12-16 | 805 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |
| 4 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 2,309 | $0.00 | 2,309 | D | $25.99 · 2024-07-01 to 2028-12-11 | 2,309 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |
| 5 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 5,596 | $0.00 | 5,596 | D | $19.64 · 2024-07-01 to 2025-11-17 | 5,596 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |
| 6 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 3,134 | $0.00 | 3,134 | D | $21.23 · 2024-07-01 to 2026-11-15 | 3,134 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |
| 7 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 1,998 | $0.00 | 1,998 | D | $29.92 · 2024-07-01 to 2027-12-13 | 1,998 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |
| 8 | Derivative | Stock Option (right to buy) | 2024-07-01 | A | A | 1,173 | $0.00 | 1,173 | D | $17.59 · 2024-07-01 to 2024-08-12 | 1,173 Orrstown Financial Services, Inc, Common Stock | (F3) At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio. |