0001209191-20-000580.txt : 20200103 0001209191-20-000580.hdr.sgml : 20200103 20200103113941 ACCESSION NUMBER: 0001209191-20-000580 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200102 FILED AS OF DATE: 20200103 DATE AS OF CHANGE: 20200103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALDWELL THOMAS G CENTRAL INDEX KEY: 0001223976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36613 FILM NUMBER: 20503900 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEFIELD BANC CORP CENTRAL INDEX KEY: 0000836147 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341585111 STATE OF INCORPORATION: OH BUSINESS ADDRESS: STREET 1: 15985 E HIGH ST STREET 2: P O BOX 35 CITY: MIDDLEFILED STATE: OH ZIP: 44062-9263 BUSINESS PHONE: 4406321666 MAIL ADDRESS: STREET 1: 15985 EAST HIGH STREET STREET 2: P O BOX 35 CITY: MIDDLEFIELD STATE: OH ZIP: 44062-9263 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-02 0 0000836147 MIDDLEFIELD BANC CORP MBCN 0001223976 CALDWELL THOMAS G 15985 EAST HIGH STREET P. O. BOX 35 MIDDLEFIELD OH 44062 1 1 0 0 President/Chief Executive Offi Common Stock 2020-01-02 4 A 0 367 26.09 A 10689 D Common Stock 28444 D Common Stock 509.018 I custodian for children Stock Option (right to buy) 8.775 2012-05-09 2021-05-09 Common Stock 5000 5000 D Conditioanl Stock Award 19.3496 2020-07-20 Common Stock 1506 1506 D Conditional Stock Award 24.10 2021-05-22 Common Stock 4480 4480 D Conditional Stock Award 21.215 2022-03-01 Common Stock 5396 5396 D Shares acquired under Director Compensation program for members of the Board of Directors of The Middlefield Banking Company. The number of shares have been adjusted to reflect the 2-for-1 stock split effected as of November 8, 2019. Shares held jointly with spouse. Includes shares acquired under the MBCN Dividend Reinvestment Plan. The number of shares and the exercise price have been adjusted to reflect the 2-for-1 stock split effected as of November 8, 2019. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated July 20, 2017. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated May 29, 2018. Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated March 5, 2019. Thomas G. Caldwell by James R. Heslop, II Power of Attorney 2020-01-03 EX-24.4_885913 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints ________ as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of __________________, a _________ corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _______ day of ___________, ___________. _________________________________ Signature _________________________________ Print Name STATE OF COUNTY OF On this ___________ day of ____________, ______________, ________________ personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. _________________________________ Notary Public _________________________________ My Commission Expires: