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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Parent William M

(Last) (First) (Middle)
C/O RANDOLPH BANCORP, INC.
2 BATTERYMARCH PARK, SUITE 301

(Street)
QUINCY MA 02169

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Randolph Bancorp, Inc. [ RNDB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2021
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)
Code V Amount (A) or (D) Price
Common Stock 08/13/2021 A 1,875(1) A $0.00 24,699(2) D
Common Stock 08/13/2021 F 1,109(3) D $20.15 23,590(2) D
Common Stock 29,938 I By IRA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $11.48 (4) 08/12/2030 Common Stock 65,000 65,000 D
Stock Option (Right to Buy) $8.78 (5) 03/31/2030 Common Stock 29,412 29,412 D
Explanation of Responses:
1. Acquisition represents an award of restricted stock for no cash consideration. This award vests in three equal annual installments beginning on August 13, 2022.
2. Includes 8,000 shares of restricted stock which vest in annual installments of 2,000 shares from April 1, 2022, 10,000 shares of restricted stock which vest in annual installments of 2,500 shares from August 13, 2022 and 1,875 shares of restricted stock which vest in annual installments of 625 shares from August 13, 2022.
3. Represents restricted shares withheld to satisfy the reporting person's tax withholding obligation upon vesting. The deemed disposition of the withheld restricted shares is exempt pursuant to Rule 16b-3(e).
4. The options vest in five equal annual installments beginning on August 13, 2021.
5. The options vest in five equal annual installments beginning on April 1, 2021.
Remarks:
/s/ William M. Parent 08/16/2021
** 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.