Statement of Changes in Beneficial Ownership (4)
March 09 2020 - 2:52PM
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
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3235-0287
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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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1. Name and Address of Reporting Person
*
HESLOP JAMES R II |
2. Issuer Name and Ticker or Trading Symbol
MIDDLEFIELD BANC CORP
[
MBCN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. Vice President/COO |
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(Last)
(First)
(Middle)
15985 EAST HIGH STREET, P. O. BOX 35 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
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(Street)
MIDDLEFIELD, OH 44062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/9/2020 | | P | | 300 | A | $20.49 | 23178.835 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Common Stock (right to buy) | $8.775 | | | | | | | 5/9/2012 | 5/9/2021 | Common Stock | 2000 | | 2000 | D | |
| Conditional Stock Award (2) | $19.3496 | | | | | | | (2) | 7/20/2020 | Common Stock | 1162 | | 1162 | D | |
| Conditional Stock Award (3) | $24.10 | | | | | | | (3) | 5/22/2021 | Common Stock | 2404 | | 2404 | D | |
| Conditional Stock Award (4) | $20.95 | | | | | | | (4) | 3/1/2022 | Common Stock | 2978 | | 2978 | D | |
| Conditional Stock Award (5) | $26.09 | | | | | | | (5) | 2/25/2023 | Common Stock | 2422 | | 2422 | D | |
| Explanation of Responses: |
| (1) | Includes shares acquired under the MBCN Dividend Reinvestment Plan. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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 February 26, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HESLOP JAMES R II
15985 EAST HIGH STREET
P. O. BOX 35
MIDDLEFIELD, OH 44062 | X |
| Exec. Vice President/COO |
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Signatures
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| James R. Heslop, II | | 3/9/2020 |
| **Signature of Reporting Person | Date |
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