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^*

FERNANDEZ JOSE RAFAEL

(Last)

(First)

(Middle)

PO BOX 195115

(Street)

SAN JUAN PUERTO RICO

00919-5115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OFG BANCORP [ OFG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & Vice Chairperson BOD

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2023

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	02/27/2023		M		7,149	A	⁽¹⁾	402,363.688	D
Common Stock	02/27/2023		M		9,617	A	⁽¹⁾	411,980.688	D
Common Stock	02/27/2023		M		6,750	A	⁽¹⁾	418,730.688	D
Common Stock⁽²⁾	02/27/2023		M		32,168	A	⁽¹⁾	450,898.688	D
Common Stock⁽³⁾	02/27/2023		F		3,743	D	$29.42	447,155.688	D
Common Stock⁽³⁾	02/27/2023		F		5,018	D	$29.7	442,137.688	D
Common Stock⁽³⁾	02/27/2023		F		3,534	D	$29.7	438,603.688	D
Common Stock⁽³⁾	03/27/2023		F		16,840	D	$29.42	421,763.688⁽⁴⁾	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)
Restricted Units⁽⁵⁾	⁽⁶⁾	02/27/2023		M			7,149	⁽¹⁾	⁽¹⁾	Common Stock	7,149	⁽¹⁾	39,484	D
Restricted Units⁽⁷⁾	⁽⁶⁾	02/27/2023		M			9,617	⁽¹⁾	⁽¹⁾	Common Stock	9,617	⁽¹⁾	29,867	D
Restricted Units⁽⁸⁾	⁽⁶⁾	02/27/2023		M			6,750	⁽¹⁾	⁽¹⁾	Common Stock	6,750	⁽¹⁾	23,117	D

Explanation of Responses:

1. Not applicable.

2. Represent shares of Common Stock received upon settlement of a performance share unit award on February18, 2020, under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan (the "Plan").

3. Represents shares of Common Stock withheld against both Performance Share Units and Restricted Units for payment of applicable taxes.

4. In addition to the reporting person's direct beneficial ownership of 421,763.688 OFG shares, he also indirectly owns 20,152 OFG shares through a Non-Qualified Deferred Compensation Trust.

5. Awarded pursuant to the Plan. They represent 34% of a grant of Restricted Units ("RUs") of February 18, 2020.

6. The Restricted Units convert to Common Stock on a one-for-one basis.

7. Awarded pursuant to the Plan. They represent 33% of a grant of Restricted Units ("RUs") of February 17, 2021.

8. Awarded pursuant to the Plan. They represent 33% of a grant of Restricted Units ("RUs") of February 22, 2022.

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL	03/01/2023
	** 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.
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