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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Marion John Charles

(Last) (First) (Middle)
3000 SWISS PINE WAY
SUITE 100

(Street)
MORGANTOWN WV 26501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MVB FINANCIAL CORP [ MVBF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024
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
Common Stock 05/01/2024 M(1) 306(2) A $0 1,096 D
Common Stock 05/01/2024 M(3) 587(4) A $0 1,683 D
Common Stock 05/01/2024 M(5) 1,270(6) A $0 2,953 D
Common Stock 05/01/2024 M(7) 1,944(8) A $0 4,922(9) D
Common Stock 05/02/2024 F 1,307 D $18.39 3,615 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
RSU - Time-Vested Award $0 05/01/2024 M 282 05/01/2022 (10) Common Stock 282 $0 565 D
RSU - Time-Vested Award $0 05/01/2024 M 546 05/01/2023 (11) Common Stock 546 $0 546 D
RSU - Time-Vested Award $0 05/01/2024 M 1,224 05/01/2024 (12) Common Stock 1,224 $0 2,448 D
RSU - Time-Vested Award $0 05/01/2024 M 1,874 05/01/2024 (13) Common Stock 1,874 $0 0 D
RSU - Time-Vested Award $0 05/01/2024 A 3,568 05/01/2025 (12) Common Stock 3,568 $0 3,568 D
Explanation of Responses:
1. 1/5 of the time-based restricted stock units, granted May 1, 2021, have vested and shares are being issued.
2. Includes 24 dividend equivalent shares accrued since the time of grant.
3. 1/3 of the time-based restricted stock units, granted May 1, 2022, have vested and shares are being issued.
4. Includes 41 dividend equivalent shares accrued since the time of grant.
5. 1/3 of the time-based restricted stock units, granted May 1, 2023, have vested and shares are being issued.
6. Includes 46 dividend equivalent shares accrued since the time of grant.
7. 100% of the time-based restricted stock units, granted May 1, 2023, have vested and shares are being issued.
8. Includes 70 dividend equivalent shares accrued since the time of grant.
9. This total includes 25 shares acquired through MVB's Dividend Reinvestment Plan.
10. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and have a five-year graded vesting schedule assuming continued employment with the Company.
11. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and have a three-year graded vesting schedule assuming continued employment with the Company.
12. The restricted units were granted pursuant to the 2022 Stock Incentive Plan and have a three-year graded vesting schedule assuming continued employment with the Company.
13. Time-vested restricted stock units were granted pursuant to the 2022 Stock Incentive Plan and have a one-year vesting schedule assuming continued employment with the Company.
Remarks:
Lisa J. McCormick, POA for John Charles Marion 05/03/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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