Statement of Changes in Beneficial Ownership (4)
September 17 2021 - 5:21PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Kelley Scot A. |
2. Issuer Name and Ticker or Trading Symbol
PREMIER FINANCIAL BANCORP INC
[
PFBI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Credit Adminstration |
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(Last)
(First)
(Middle)
C/O PREMIER FINANCIAL BANCORP, INC., 2883 5TH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2021 |
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(Street)
HUNTINGTON, WV 25702
(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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| PFBI Common Stock | 9/17/2021 | | D(1) | | 27644 (1) | D | (1) | 0 | 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 |
| Employee Stock Option (Right to Buy) | $8.50 | 9/17/2021 | | D (2) | | | 2600 (2) | (2) | 3/18/2030 | PFBI Common | 2600 | $0 (2) | 0 | D | |
| Employee Stock Option (Right to Buy) | $15.57 | 9/17/2021 | | D (3) | | | 1300 (3) | (3) | 3/20/2029 | PFBI Common | 1300 | $0.00 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | PFBI Common Stock disposed pursuant to merger agreement between issuer and Peoples Bancorp Inc in exchange for 16,033 shares of Peoples common stock having a market value of $30.59 per share on the effective date of the merger. |
| (2) | This option, which provided for vesting in three equal annual installments beginning on 03/18/2021, was canceled in the merger in exchange for a cash payment of $23,998 representing the difference between the exercise price of the option and market value of Peoples common stock times the merger agreement exchange ratio of 0.58 shares for each PFBI common share in accordance with the merger agreement. |
| (3) | This option, which provided for vesting in three equal annual installments beginning on 03/20/2020, was canceled in the merger in exchange for a cash payment of $2,808, representing the difference between the exercise price of the option and market value of Peoples common stock times the merger agreement exchange ratio of 0.58 shares for each PFBI common share in accordance with the merger agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kelley Scot A.
C/O PREMIER FINANCIAL BANCORP, INC.
2883 5TH AVENUE
HUNTINGTON, WV 25702 |
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| VP Credit Adminstration |
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Signatures
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| /s/ Scot A. Kelley | | 9/17/2021 |
| **Signature of Reporting Person | Date |
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