SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Lussier Joseph R

(Last)

(First)

(Middle)

C/O ENTERPRISE BANCORP, INC.

222 MERRIMACK STREET

(Street)

LOWELL

01852

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2019

3. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [ EBTC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Principal Subsidiary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,330.075	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	⁽¹⁾	03/18/2023	Common Stock	200	$16.43	D
Option (Right to Buy)	⁽²⁾	03/17/2024	Common Stock	179	$20.29	D
Option (Right to Buy)	⁽³⁾	03/16/2025	Common Stock	176	$21.03	D
Option (Right to Buy)	⁽⁴⁾	03/14/2026	Common Stock	189	$21.86	D
Option (Right to Buy)	⁽⁵⁾	03/20/2027	Common Stock	132	$30.46	D
Option (Right to Buy)	⁽⁶⁾	03/19/2028	Common Stock	187	$34.33	D
Option (Right to Buy)	⁽⁷⁾	03/18/2029	Common Stock	347	$29.84	D

Explanation of Responses:

1. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vested on March 19, 2015 options are fully vested.

2. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vested on March 18, 2016. Options are fully vested.

3. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vested on March 17, 2017. Options are fully vested.

4. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vested on March 15, 2018.

5. Options vest 50% on the second anniversary date of the grant and 50% on the fourth anniversary date of the grant. The first installment vests on March 21, 2019.

6. Options vest 50% on the second anniversary date of the grant and 50% on the fourth anniversary date of the grant. The first installment vests on March 20, 2020.

7. Options vest 50% on the second anniversary date of the grant and 50% on the fourth anniversary date of the grant. The first installment vests on March 19, 2021.

	/s/ John P. Clancy, Jr. as attorney-in-fact for Joseph R. Lussier	10/17/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.