0001437749-24-014567.txt : 20240503 0001437749-24-014567.hdr.sgml : 20240503 20240503121906 ACCESSION NUMBER: 0001437749-24-014567 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JENNINGS SCOTT C CENTRAL INDEX KEY: 0001186835 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16587 FILM NUMBER: 24911823 MAIL ADDRESS: STREET 1: PO BOX 438 CITY: MOOREFIELD STATE: WV ZIP: 26836 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0000811808 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance IRS NUMBER: 550672148 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 NORTH MAIN ST CITY: MOOREFIELD STATE: WV ZIP: 26836 BUSINESS PHONE: 3045301000 MAIL ADDRESS: STREET 1: 300 NORTH MAIN ST CITY: MOOREFIELD STATE: WV ZIP: 26836 FORMER COMPANY: FORMER CONFORMED NAME: SUMMIT FINANCIAL GROUP INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH BRANCH VALLEY BANCORP INC DATE OF NAME CHANGE: 19920703 4 1 rdgdoc.xml FORM 4 X0508 4 2024-05-03 1 0000811808 SUMMIT FINANCIAL GROUP, INC. SMMF 0001186835 JENNINGS SCOTT C PO BOX 438 MOOREFIELD WV 26836 1 EVP & COO 0 Common Stock 2024-05-03 4 J 0 896.7759 0 A 14293.9859 I By ESOP Common Stock 2024-05-03 4 D 0 14293.9859 D 0 I By ESOP Common Stock 2024-05-03 4 D 0 14607 D 0 D Stock-Settled Stock Appreciation Rights 12.01 2024-05-03 4 D 0 17947 D 2016-04-23 2025-04-23 Common Stock 17947 0 D Stock-Settled Stock Appreciation Rights 26.01 2024-05-03 4 D 0 8151 D 2018-02-09 2027-02-09 Common Stock 8151 0 D Stock-Settled Stock Appreciation Rights 23.94 2024-05-03 4 D 0 17052 D 2020-02-07 2029-02-07 Common Stock 17052 0 D Stock-Settled Stock Appreciation Rights 21.85 2024-05-03 4 D 0 17221 D 2022-07-15 2031-07-15 Common Stock 17221 0 D Stock-Settled Stock Appreciation Rights 26.37 2024-05-03 4 D 0 16730 D 2024-02-09 2033-02-09 Common Stock 16730 0 D SARs vests in 5 equal annual installments with the beginning date indicated. The information reported herein is based on a plan statement dated 12/31/2023 received in April 2024 Between January 1, 2023 and December 31, 2023, acquired 896.7759 shares of Summit Common Stock under the Summit Financial Group, Inc. Employee Stock Ownership Plan. The reported holdings include stock acquired in dividend reinvestment transactions that are exempt from reporting under Rule 16a-11. 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. 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 2024-05-03