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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EDELCUP NORMAN S (Last) (First) (Middle) 396 ALHAMBRA CIRCLE, SUITE 255 (Street) CORAL GABLES FL 33134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Professional Holding Corp. [ PFHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2020
	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
Class A Common Stock, par value $0.01 per share	03/26/2020		A		74,526	A	(1)	74,526	D

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
Non-Qualified Stock Options (Right to Buy)	$9.55(2)	03/26/2020		A		10,039		03/26/2020(3)	01/02/2025	Class A Common Stock	10,039	(2)	10,039	D
Non-Qualified Stock Options (Right to Buy)	$9.77(2)	03/26/2020		A		10,039		03/26/2020(3)	01/04/2026	Class A Common Stock	10,039	(2)	10,039	D
Non-Qualified Stock Options (Right to Buy)	$10.8(2)	03/26/2020		A		9,658		03/26/2020(3)	01/03/2027	Class A Common Stock	9,658	(2)	9,658	D
Non-Qualified Stock Options (Right to Buy)	$10.8(2)	03/26/2020		A		5,401		03/26/2020(3)	05/01/2027	Class A Common Stock	5,401	(2)	5,401	D
Non-Qualified Stock Options (Right to Buy)	$12.04(2)	03/26/2020		A		32,797		03/26/2020(3)	02/01/2028	Class A Common Stock	32,797	(2)	32,797	D
Non-Qualified Stock Options (Right to Buy)	$12.87(2)	03/26/2020		A		15,060		03/26/2020(3)	07/19/2028	Class A Common Stock	15,060	(2)	15,060	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and between Professional Holding Corp. (the "Issuer") and Marquis Bancorp, Inc. ("MBI"), MBI was merged into the Issuer on March 26, 2020 (the "Merger"), with the Issuer as the surviving entity, and each share of common stock of MBI held by the reporting person was converted into the right to receive 1.2048 shares (the "Exchange Ratio") of Class A common stock of the Issuer, plus cash in lieu of any fractional shares. The closing price of the Issuer's Class A common stock on the effective date of the Merger was $15.21.

2. At the effective time of the Merger, each option to purchase shares of MBI common stock granted under either the Marquis Bank 2009 Stock Option Plan, as amended, or the Marquis Bancorp, Inc. 2017 Stock Option Plan (each, a "Marquis Option") that remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was converted into an option to acquire shares of the Issuer's Class A common stock, with the number of underlying shares and per share exercise price of each such Marquis Option adjusted to reflect the Exchange Ratio. Each such converted Issuer stock option will continue to be subject to the same terms and conditions as applied to the corresponding Marquis Option prior to the effective time of the Merger, except that any Marquis Option held by a person who, as of immediately prior to the effective time of the Merger, was a non-employee director of MBI became fully vested as of the effective time of the Merger.

3. These options were fully vested and exercisable at the effective time of the Merger.

	/s/ Norman S. Edelcup	04/02/2020
	** Signature of Reporting Person	Date
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