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*
Keney Missy

(Last) (First) (Middle)
401 DEMERS AVENUE

(Street)
GRAND FORKS ND 58201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALERUS FINANCIAL CORP [ ALRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Engagement Officer & EVP
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024
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)
Code V Amount (A) or (D) Price
Common stock 02/27/2024 M 504(1) A $0(2) 6,896(3) D
Common Stock 4,345(4) I By spouse
Common Stock 3,826.53 I By the Alerus Financial Corporation Employee Stock Ownership Plan
Common Stock 4,426.43 I By the Alerus Financial Corporation Employee Stock Ownership Plan(5)
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
Restricted Stock Units (2) 02/27/2024 M 504 (1) (1) Common Stock 504(1) $0.00 0 D
Restricted Stock Units (2) 02/27/2024 A 4,375(6) (7) (7) Common Stock 4,375 $0.00 4,375 D
Explanation of Responses:
1. On February 17, 2021, Ms. Keney was granted 336 performance-based restricted stock units, vesting no later than March 15, 2024, so long as Alerus Financial Corporation meets certain cumulative net income goals.The payout could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics. The Alerus Financial Corporation Compensation Committee certified the payout at 150% and the performance-based restricted stock units vested on February 27, 2024.
2. Restricted stock units convert into common stock on a one-for-one basis.
3. Includes 3,738 shares held jointly with Ms. Keney's spouse.
4. Includes 2,500 shares of restricted stock.
5. All shares are held by the Alerus Financial Corporation Employee Stock Ownership Plan in the name of Ms. Keney's spouse.
6. Includes 1,750 restricted stock units that have time-based vesting components. Includes 2,625 restricted stock units that have performance-based vesting components.
7. The time-based restricted stock units vest on February 27, 2027. The performance-based restricted stock units vest no later than March 15, 2027, so long as Alerus Financial Corporation meets certain cumulative EPS and ROE goals. The payout for performance-based restricted stock units could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics.
/s/ Nicholas Brenckman, by power of attorney 02/29/2024
** 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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