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^*

Jenkins Scott Mahaley

(Last)

(First)

(Middle)

ONE TOWER BRIDGE

100 FRONT STREET, STE 1410

(Street)

WEST CONSHOHOCKEN

19428

(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)
12/31/2021

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)
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	01/01/2022		M		216⁽¹⁾	A	$0	15,177	D
Common Stock	01/01/2022		M		218⁽¹⁾	A	$0	15,395	D
Common Stock	01/01/2022		M		1,000⁽¹⁾	A	$0	16,395	D
Common Stock	01/01/2022		M		878⁽²⁾	A	$0	17,273	D
Common Stock	12/31/2021		M		27,279	A	⁽³⁾	44,552	D
Common Stock	12/31/2021		M		11,549	A	⁽³⁾	56,101	D
Common Stock	01/01/2022		D		56,101	D	⁽⁴⁾	0	D
Common Stock	01/01/2022		D		1,000	D	⁽⁴⁾	0	I	Owned by Spouse

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 Stock Units	⁽⁵⁾	01/01/2022		M			216	⁽¹⁾	⁽¹⁾	Common Stock	216	$0	0	D
Restricted Stock Units	⁽⁵⁾	01/01/2022		M			218	⁽¹⁾	⁽¹⁾	Common Stock	218	$0	0	D
Restricted Stock Units	⁽⁵⁾	01/01/2022		M			1,000	⁽¹⁾	⁽¹⁾	Common Stock	1,000	$0	0	D
Phantom Stock	⁽³⁾	12/31/2021		M			27,279	⁽³⁾	⁽³⁾	Common Stock	27,279	⁽³⁾	0	D⁽⁶⁾
Phantom Stock	⁽³⁾	12/31/2021		M			11,549	⁽³⁾	⁽³⁾	Common Stock	11,549	⁽³⁾	0	D⁽⁷⁾

Explanation of Responses:

1. Reflects the full vesting of all outstanding time-based restricted stock units held by the Reporting Person, as contemplated by the respective grant agreements, and that certain Agreement and Plan of Merger entered into as of March 9, 2021 (the "Merger Agreement"), between Bryn Mawr Bank Corporation (the "Issuer") and WSFS Financial Corporation ("WSFS"), pursuant to which the Issuer will merge with and into WSFS (the "Merger"). On December 31, 2021, the closing price of the Issuer was $45.01, and the closing price of WSFS was $50.12.

2. Reflects the full vesting of all outstanding performance-based restricted stock units held by the Reporting Person, as contemplated by the respective grant agreement, and the Merger Agreement. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. On December 31, 2021, the closing price of the Issuer was $45.01, and the closing price of WSFS was $50.12.

3. Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The shares of phantom stock became payable, in cash, upon the Reporting Person's termination of service as a director in connection with the Merger.

4. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Issuer's common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive, without interest, 0.90 of a share of WSFS common stock.

5. Each restricted stock unit represents a contingent right to receive one share of BMTC common stock.

6. Phantom stock was held in Bryn Mawr Trust Company Deferred Payment Plan for Directors ("BMTC Plan"). On December 31, 2021, the Reporting Person's holdings in the BMTC Plan became payable and will be distributed in cash in accordance with the BMTC Plan.

7. Phantom stock was held in Bryn Mawr Bank Corporation Deferred Payment Plan for Directors ("BMBC Plan"). On December 31, 2021, the Reporting Person's holdings in the BMBC Plan became payable and will be distributed in cash in accordance with the BMBC Plan.

Remarks:

	/s/ Lori Goldman, Attorney-in-Fact	01/03/2022
	** 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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