Form 4 for BHRB Burke & Herbert Financial Services Corp.
Accepted 2024-05-06 00:00:00 ET · period of report 2024-05-03 · accession 0001964333-24-000206 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-05-06 | 2024-05-03 | BHRB | Freeman Danyl R | CHRO | A - Grant | — | +1,515 | 1,515 | New | — |
| DI | 2024-05-06 | 2024-05-03 | BHRB | Freeman Danyl R | CHRO | A - Grant | — | +6,124 | 6,124 | New | — |
| DM | 2024-05-06 | 2024-05-03 | BHRB | Freeman Danyl R | CHRO | A - Grant | $48.20 | +9,671 | 2,819 | New | +$466.2K |
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 | Common Stock | 2024-05-03 | A | A | 1,515 | — | 1,515 | D By ESOP Trust | — | — | (F1) Pursuant to the terms of the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of August 24, 2023, by and between Burke & Herbert Financial Services Corp. ("Burke & Herbert") and Summit Financial Group, Inc. ("Summit"), on May 3, 2024 (the "Closing Date") Summit merged with and into Burke & Herbert (the "Merger"), with Burke & Herbert continuing as the surviving company of the Merger. Pursuant to the Merger Agreement, on the Closing Date each share of Summit common stock held by the reporting person was converted into the right to receive 0.5043 of a share of common stock of Burke & Herbert rounded down to the nearest whole number of shares. The closing price of Burke & Herbert's common stock on May 2, 2024, was $51.67 per share. (F2) The Summit ESOP was terminated pursuant to the Merger Agreement. |
| 2 | Common | Common Stock | 2024-05-03 | A | A | 6,124 | — | 6,124 | I | — | — | (F1) Pursuant to the terms of the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of August 24, 2023, by and between Burke & Herbert Financial Services Corp. ("Burke & Herbert") and Summit Financial Group, Inc. ("Summit"), on May 3, 2024 (the "Closing Date") Summit merged with and into Burke & Herbert (the "Merger"), with Burke & Herbert continuing as the surviving company of the Merger. Pursuant to the Merger Agreement, on the Closing Date each share of Summit common stock held by the reporting person was converted into the right to receive 0.5043 of a share of common stock of Burke & Herbert rounded down to the nearest whole number of shares. The closing price of Burke & Herbert's common stock on May 2, 2024, was $51.67 per share. |
| 3 | Derivative | Stock Settled Appreciation Rights | 2024-05-03 | A | A | 1,278 | $51.58 | 1,278 | D | $51.58 · 2017-02-09 to 2027-02-09 | 1,278 Common Stock | (F3) Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement. |
| 4 | Derivative | Stock Settled Appreciation Rights | 2024-05-03 | A | A | 2,738 | $47.47 | 2,738 | D | $47.47 · 2019-02-07 to 2029-02-07 | 2,738 Common Stock | (F3) Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement. |
| 5 | Derivative | Stock Settled Appreciation Rights | 2024-05-03 | A | A | 2,836 | $43.33 | 2,836 | D | $43.33 · 2021-07-15 to 2031-07-15 | 2,836 Common Stock | (F3) Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement. |
| 6 | Derivative | Stock Settled Appreciation Rights | 2024-05-03 | A | A | 2,819 | $52.29 | 2,819 | D | $52.29 · 2023-02-09 to 2033-02-09 | 2,819 Common Stock | (F3) Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement. |