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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hager Joseph

(Last)

(First)

(Middle)

221 HAYES AVENUE

(Street)

CHARLESTON

25314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUMMIT FINANCIAL GROUP, INC. [ SMMF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024

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	05/03/2024		J		211.2339⁽²⁾	A	$0	2,542.8339	I	By ESOP
Common Stock	05/03/2024		D		2,542.8339	D	⁽³⁾	0	I	By ESOP
Common Stock	05/03/2024		D		3,000	D	⁽³⁾	0	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)
Stock-Settled Stock Appreciation Rights	$26.37	05/03/2024		D			10,999	02/09/2024⁽¹⁾	02/09/2033	Common Stock	10,999	⁽⁴⁾	0	D

Explanation of Responses:

1. SAR vests in 7 equal annual installments with the beginning date indicated.

2. Between January 1, 2023 and December 31, 2023, acquired 211.2339 shares of Summit Common Stock under the Summit Financial Group, Inc. Employee Stock Ownership Plan.

3. Disposed of in accordance with the Agreement and Plan of Reorganization, dated as of August 24, 2023 the ("Merger Agreement"), by and between Summit Financial Group, Inc. ("Summit") and Burke & Herbert Financial Services Corp. ("Burke & Herbert") pursuant to which Summit was merged with and into Burke & Herbert effective May 3, 2024 ("the Merger"). At the effective time of the Merger, each issued and outstanding share of Summit common stock was converted into the right to receive 0.5043 shares of Burke &Herbert common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Summit common stock.

4. Pursuant to the Merger Agreement, at the effective time of the Merger, each stock appreciation right was converted into a stock appreciation right of Burke & Herbert (each a "Burke & Herbert Replacement SAR"), with adjustments to the number of shares of Burke & Herbert common stock underlying each Burke & Herbert Replacement SAR and the base price of continuing corporation common stock for each Burke & Herbert Replacement SAR adjusted based on the exchange ratio of 0.5043.

	/s/ Teresa D Ely, Lmtd POA, Attorney-in-Fact	05/03/2024
	** 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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