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).

1. Name and Address of Reporting Person^*

TAYLOR B LOYALL JR

(Last)

(First)

(Middle)

TAYLOR GIFTS, INC.

600 CEDAR HOLLOW ROAD

(Street)

PAOLI

19301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRYN MAWR BANK CORP [ BMTC ]

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)
02/09/2012

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								2,099.4319	I	Brooke T. Giese Trust
Common Stock								2,073.8556	I	B. Loyall Taylor, III Trust
Common Stock								2,087	I	One Outerbridge Circle Irrevocable Trust
Common Stock	02/09/2012		M		2,000	A	$16.25	4,000	D
Common Stock	02/09/2012		S		2,000	D	$21.065⁽¹⁴⁾	2,000	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)
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)
Options to Purchase Common Stock⁽⁶⁾	$20.47							04/23/2005⁽¹⁾	04/23/2014	Common Stock	3,000		3,000	D
Options to Purchase Common Stock⁽⁶⁾	$16.25	02/09/2012		M			2,000	04/16/2003⁽²⁾	04/16/2012	Common Stock	2,000	$16.25	0	D
Options to Purchase Common Stock⁽⁶⁾	$18.46							04/15/2004⁽³⁾	04/15/2013	Common Stock	2,000		2,000	D
Options to Purchase Common Stock⁽⁶⁾	$17.85							05/16/2004⁽⁴⁾	05/16/2013	Common Stock	1,000		1,000	D
Options to Purchase Common Stock⁽⁵⁾	$18.91							05/12/2005	05/12/2015	Common Stock	3,500		3,500	D
Options to Purchase Common Stock⁽⁵⁾	$21.21							12/12/2005	12/12/2015	Common Stock	3,500		3,500	D
Phantom Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	12,258		12,258	D⁽⁸⁾
Phantom Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	48,098		48,098	D⁽⁹⁾
Options to Purchase Common Stock⁽¹¹⁾	$22							08/29/2008⁽¹⁰⁾	08/29/2017	Common Stock	3,500		3,500	D
Options to Purchase Common Stock⁽¹¹⁾	$24.27							08/18/2009⁽¹²⁾	08/18/2018	Common Stock	3,500		3,500	D
Options to Purchase Common Stock⁽¹¹⁾	$18.27							08/21/2010⁽¹³⁾	08/21/2019	Common Stock	4,475		4,475	D

Explanation of Responses:

1. The vesting of these options was accelerated by the registrant and became fully vested as of 6/16/2005.

2. These options become exercisable over a three (3) year period in 33 1/3% increments starting on 4/16/03 and on each 4/16 thereafter until the options are fully exercisable.

3. These options become exercisable over a three (3) year period in 33 1/3% increments starting on 4/15/04 and on each 4/15 thereafter until the options are fully exercisable.

4. These options become exercisable over a three (3) year period in 33 1/3% increments starting on 5/16/04 and on each 5/16 thereafter until the options are fully exercisable.

5. These options were granted to the reporting person under BMBC's 2004 Stock Option Plan in a transaction exempt under Rule 16b-3.

6. Acquired in a transaction exempt under Rule 16b-3.

7. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash, upon the reporting person's termination of service as a director.

8. Held in BMBC Deferred Comp. Plan for Directors

9. Held in Bryn Mawr Trust Company Deferred Comp. Plan for Directors

10. These options become exercisable over a five (5) year period in 20% increments starting on 8/29/08 and on each 8/29 thereafter until the options are fully exercisable.

11. These options were granted to the reporting person under BMBC's 2007 Long-term Incentive Plan.

12. The options become exercisable over a five (5) year period in 20% increments starting on 8/18/2009 and on each 8/18 thereafter until the options are fully exercisable.

13. The options become exercisable over a five (5) year period in 20% increments starting on 8/21/2010 and on each 8/21 thereafter until the options are fully exercisable.

14. The breakdown of the sale is as follows: 500 shs. @ $21.0801; 500 shs. @ $21.0601; 1000 shs. @ $21.0600

	Diane McDonald, As Attorney in Fact	02/09/2012
	** 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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