SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
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1. Name and Address of Reporting Person*
Zirk Angela R
(Last) (First) (Middle)
100 SOUTH FAIRFAX STREET
(Street)
ALEXANDRIA VA 22313
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Burke & Herbert Financial Services Corp. [ BHRB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Experience Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/03/2024 A 617 A (1) 617 D
Common Stock 05/03/2024 A 1,911 A (1) 1,911 I By ESOP Trust(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Settled Appreciation Rights $23.82 05/03/2024 A 1,210 04/23/2015(3) 04/23/2025 Common Stock 1,210 $23.82 1,210 D
Stock Settled Appreciation Rights $51.58 05/03/2024 A 1,045 02/09/2017(3) 02/09/2027 Common Stock 1,045 $51.58 1,045 D
Stock Settled Appreciation Rights $47.47 05/03/2024 A 2,124 02/07/2019(3) 02/07/2029 Common Stock 2,124 $47.47 2,124 D
Stock Settled Appreciation Rights $43.33 05/03/2024 A 2,569 07/15/2021(3) 07/15/2031 Common Stock 2,569 $43.33 2,569 D
Stock Settled Appreciation Rights $52.29 05/03/2024 A 2,812 02/09/2023(3) 02/09/2033 Common Stock 2,812 $52.29 2,812 D
Explanation of Responses:
1. 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.
2. The Summit ESOP was terminated pursuant to the Merger Agreement.
3. Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement.
Remarks:
/s/ Kirtan Parikh, as Attorney-in-Fact for Angela R. Zirk 05/06/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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