Statement of Changes in Beneficial Ownership (4)
January 03 2020 - 11:40AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
CALDWELL THOMAS G |
2. Issuer Name and Ticker or Trading Symbol
MIDDLEFIELD BANC CORP
[
MBCN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/Chief Executive Offi |
|
(Last)
(First)
(Middle)
15985 EAST HIGH STREET, P. O. BOX 35 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2020 |
|
(Street)
MIDDLEFIELD, OH 44062
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 1/2/2020 | | A | | 367 (1) | A | $26.09 | 10689 (2) | D | |
| Common Stock | | | | | | | | 28444 (2) | D (3) | |
| Common Stock | | | | | | | | 509.018 (2)(4) | I | custodian for children |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Option (right to buy) | $8.775 (5) | | | | | | | 5/9/2012 | 5/9/2021 | Common Stock | 5000 (5) | | 5000 (5) | D | |
| Conditioanl Stock Award (6) | $19.3496 (5) | | | | | | | (6) | 7/20/2020 | Common Stock | 1506 (5) | | 1506 (5) | D | |
| Conditional Stock Award (7) | $24.10 (5) | | | | | | | (7) | 5/22/2021 | Common Stock | 4480 (5) | | 4480 (5) | D | |
| Conditional Stock Award (8) | $21.215 (5) | | | | | | | (8) | 3/1/2022 | Common Stock | 5396 (5) | | 5396 (5) | D | |
| Explanation of Responses: |
| (1) | Shares acquired under Director Compensation program for members of the Board of Directors of The Middlefield Banking Company. |
| (2) | The number of shares have been adjusted to reflect the 2-for-1 stock split effected as of November 8, 2019. |
| (3) | Shares held jointly with spouse. |
| (4) | Includes shares acquired under the MBCN Dividend Reinvestment Plan. |
| (5) | The number of shares and the exercise price have been adjusted to reflect the 2-for-1 stock split effected as of November 8, 2019. |
| (6) | Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated July 20, 2017. |
| (7) | Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated May 29, 2018. |
| (8) | Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated March 5, 2019. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CALDWELL THOMAS G
15985 EAST HIGH STREET
P. O. BOX 35
MIDDLEFIELD, OH 44062 | X |
| President/Chief Executive Offi |
|
Signatures
|
| Thomas G. Caldwell
by James R. Heslop, II
Power of Attorney | | 1/3/2020 |
| **Signature of Reporting Person | Date |
Middlefield Banc (NASDAQ:MBCN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Middlefield Banc (NASDAQ:MBCN)
Historical Stock Chart
From Apr 2023 to Apr 2024
