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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BANK MUTUAL CORP [ BKMU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/24/2018 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/22/2018 | M | 15,000 | A | $5.05 | 1,586,274(1)(2) | D | |||
Common Stock | 01/22/2018 | M | 20,000 | A | $3.39 | 1,606,274 | D | |||
Common Stock | 01/22/2018 | M | 12,000 | A | $4.82 | 1,618,274 | D | |||
Common Stock | 01/22/2018 | M | 8,000 | A | $7.17 | 1,626,274 | D | |||
Common Stock | 01/22/2018 | F | 23,631 | D | $10.95 | 1,602,643 | D | |||
Common Stock | 217,164 | I | By Trust(3) | |||||||
Common Stock | 141,539(1) | I | By Spouse | |||||||
Common Stock | 135,657(1) | I | By Trust(4) | |||||||
Common Stock | 159,858(1)(2) | I | By 401(k) Plan(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Options to buy | $5.05 | 01/22/2018 | M | 15,000 | (6) | 01/18/2021 | Common Stock | 15,000 | (6) | 0 | D | ||||
Options to buy | $3.39 | 01/22/2018 | M | 20,000 | (6) | 01/17/2022 | Common Stock | 20,000 | (6) | 0 | D | ||||
Options to buy | $4.82 | 01/22/2018 | M | 12,000 | (6) | 01/22/2023 | Common Stock | 12,000 | (6) | 0 | D | ||||
Options to buy | $7.17 | 01/22/2018 | M | 8,000 | (7) | 01/21/2024 | Common Stock | 8,000 | (7) | 2,000 | D |
Explanation of Responses: |
1. Includes shares acquired through a dividend reinvestment plan. |
2. Reflects distributions from the Bank Mutual Corporation 401(k) Plan and Benefit Restoration Plan that are exempt from reporting. |
3. Held as trustee (executor-equivalent) of a trust owning a corrected 441,269 shares of common stock. Mr. Crowley Jr. is a 50% beneficiary of the total assets in the trust. The reported shares exclude 224,105 shares held in the trust for the benefit of, and designated for distribution to, a member of Mr. Crowley Jr.'s family, as to which Mr. Crowley Jr. disclaims any pecuniary interest. |
4. As trustee of a family trust. |
5. Held in the Bank Mutual Corporation 401(k) Plan. |
6. Stock options granted under the 2004 Stock Incentive Plan. The options are fully vested. |
7. Stock options granted under the 2004 Stock Incentive Plan. The options (10,000 in the original grant) vest in annual installments of 20% each beginning January 21, 2015. |
Remarks: |
This amended form is filed to correct software errors that resulted in an incorrect year in Box 3 and an incorrect starting amount of securities directly beneficially owned in column 5 of Table I. |
/s/Michael T. Crowley, Jr. | 01/26/2018 | |
** 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). | ||
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. |