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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ROYAL BANCSHARES OF PENNSYLVANIA INC [ RBPAA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
ROYAL BANCSHARES OF PENNSYLVANIA CLASS A COMMON | 12/15/2017 | D | 2,067 | D | (1) | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
EMPLOYEE STOCK OPTIONS | $1.83 | 12/15/2017 | D | 3,334 | (1)(2) | 02/18/2025 | Common Stock | 3,334 | $2.36 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger between Bryn Mawr Bank Corporation ("BMBC") and issuer, dated January 30, 2017 (the "Merger Agreement"), pursuant too which issuer was merged with and into BMBC, effective December 15, 2017 (the "Merger"). Pursuant to the Merger, each outstanding share of issuer's Class A common stock was exchanged for 0.1025 shares of BMBC common stock, and each outstanding share of issuer's Class B common stock was exchanged for 0.1179 shares of BMBC common stock. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock. |
2. Pursuant to the Merger Agreement, each outstanding option to purchase shares of issuer's Class A common stock (whether vested or unvested) pursuant to issuer's equity-based compensation plans, which was outstanding and unexercised immediately prior to the effective time of the Merger, was canceled by the issuer in exchange for a cash payment equal to the positive difference between $4.19 and the corresponding exercise of such option on the effective date of the Merger. |
Remarks: |
KIMBERLY PLISINSKI, ROYAL BANCSHARES OF PENNSYLVANIA, AS POWER OF ATTORNEY FOR MICHAEL THOMPSON | 12/20/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |