Statement of Changes in Beneficial Ownership (4)
July 22 2020 - 7:26AM
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)
7/20/2020 |
|
(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 | 7/20/2020 | | A(1) | | 1882 | A | $17.69 | 12581 | D | |
| Common Stock | 7/20/2020 | | F | | 629 | D | $17.69 | 11952 | D | |
| Common Stock | | | | | | | | 515.756 (2) | I | Custodian for Children |
| Common Stock | | | | | | | | 32469.748 | D (3) | |
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 | | | | | | | 5/9/2012 | 5/9/2021 | Common Stock | 5000 | | 5000 | D | |
| Conditional Stock Award (4) | $24.10 | | | | | | | (4) | 5/22/2021 | Common Stock | 4480 | | 4480 | D | |
| Conditional Stock Award (5) | $21.215 | | | | | | | (5) | 3/1/2022 | Common Stock | 5396 | | 5396 | D | |
| Common Stock (6) | $26.09 | | | | | | | (6) | 2/25/2023 | Common Stock | 4387 | | 4387 | D | |
| Explanation of Responses: |
| (1) | Acquisition represents the vesting of performance shares granted to the reporting person on July 20, 2017, which vested on the third anniversary of their grant dated based upon the Company's total shareholder return. |
| (2) | Includes shares acquired under the MBCN Dividend Reinvestment Plan. |
| (3) | Includes shares held jointly with spouse. |
| (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 May 29, 2018. |
| (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 March 5, 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 February 26, 2020. |
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 | | 7/22/2020 |
| **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
