SEC FORM 4

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^*

FULLER ROBERT B

(Last)

(First)

(Middle)

C/O FS BANCORP, INC.

6920 220TH STREET SW

(Street)

MOUNTLAKE TERRACE

99201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FS Bancorp, Inc. [ FSBW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Retried Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2023		D		4,712⁽¹⁾	D	$0	3,368	D
Common Stock	08/24/2023		M		1,920	A	$29.3	5,288	D
Common Stock	08/24/2023		M		1,328	A	$24.37	6,616	D
Common Stock	08/24/2023		M		1,648	A	$21.35	8,264	D
Common Stock	08/24/2023		F		4,896	D	$30.68	3,368	D
Common Stock								5,816	I	By ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0	08/17/2023		D			11,824	⁽²⁾	⁽²⁾	Common Stock	11,824	$0	10,596	D
Stock Option (Right to Buy)	$29.3	08/24/2023		M			1,920	08/15/2019	08/15/2028	Common Stock	1,920	$0	8,676	D
Stock Option (Right to Buy)	$24.37	08/24/2023		M			1,328	08/15/2020	08/15/2029	Common Stock	1,328	$0	7,348	D
Stock Option (Right to Buy)	$21.35	08/24/2023		M			1,648	08/15/2021	08/15/2030	Common Stock	1,648	$0	5,700	D

Explanation of Responses:

1. The shares disposed are unvested restricted shares forfeited as a result of the reporting person's retirement as Chief Credit Officer on 08/17/2023. Of the total shares forfeited, 664 shares arc from the 08/15/2019 restricted stock grant award, 1,648 shares arc from the 08/15/2020 restricted stock grant award, 1,500 shares arc from the 08/15/2021 restricted stock grant award and 900 shares are from the 08/15/2022 restricted stock grant award.

2. The options disposed are unvested non-qualified stock options forfeited as a result of the reporting person's retirement on 08/17/2023. Of the total options forfeited, 1,328 options are from the 08/15/2019 non-qualified stock option grant award, 3,296 options are from the 08/15/2020 non-qualified stock option grant award, 4,500 options are from the 08/15/2021 non-qualified stock option grant award and 2,700 options are from the 08/15/2022 non-qualified stock option grant award.

	/s/Robert B. Fuller	08/24/2023
	** Signature of Reporting Person	Date
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