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).
1. Name and Address of Reporting Person*
Mazza Larry F
(Last) (First) (Middle)
113 PLATINUM DR
(Street)
BRIDGEPORT WV 26330
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MVB FINANCIAL CORP [ MVBF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2023
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 05/01/2023 M(1) 1,325(2) A $0 568,467 D
Common Stock 05/01/2023 M(3) 2,385(4) A $0 570,852 D
Common Stock 05/01/2023 M(5) 15,376(6) A $0 586,228 D
Common Stock 05/01/2023 M(7) 4,028(8) A $0 590,256 D
Common Stock 05/01/2023 F 8,173 D $0 582,257(9) D
Common Stock 22,305 I Owned By - Melissa Mazza
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
RSU - Time-Vested Award $0.0 05/01/2023 M 3,758 05/01/2021 (10) Common Stock 3,758 $0 7,517 D
RSU - Time-Vested Award $0.0 05/01/2023 M 1,259 05/01/2022 (10) Common Stock 1,259 $0 3,776 D
RSU - Time-Vested Award $0.0 05/01/2023 M 2,298 05/01/2023 (11) Common Stock 2,298 $0 4,597 D
RSU - ROA Award $0.0 05/01/2023 M 9,395 05/01/2023 (12) Common Stock 9,395 $0 0 D
RSU - Time-Vested Award (13) 05/01/2023 A 2,150 05/01/2024 (13) Common Stock 2,150 $0 2,150 D
RSU - Time-Vested Award $0.0(14) 05/01/2023 A 17,004 05/01/2024 (14) Common Stock 17,004 $0 17,004 D
Explanation of Responses:
1. 1/5 of the time-based restricted stock units, granted May 1, 2021, have vested and shares are being issued.
2. Includes 66 dividend equivalent shares accrued since the time of the grant.
3. 1/3 of the time-based restricted stock units, granted May 1, 2022, have vested and shares are being issued.
4. Includes 87 dividend equivalent shares accrued since the time of the grant.
5. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted on May 1, 2020. The performance conditions applicable to the aware were determined to have been satisfied by the Company's HR & Compensation Committee.
6. Includes 1,284 dividend equivalent shares accrued since the time of the grant.
7. 1/5 of the time-based restricted stock units, granted May 1, 2020, have vested and shares are being issued.
8. Includes 270 dividend equivalent shares accrued since the time of the grant.
9. This total includes 174 shares acquired through MVB's Dividend Reinvestment Plan.
10. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and have a five-year graded vesting schedule assuming continued employment with the Company.
11. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and have a three-year graded vesting schedule assuming continued employment with the Company.
12. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and were to cliff vest in 3 years upon meeting the established ROA target.
13. Time-vested restricted stock units were granted pursuant to the 2022 Stock Incentive Plan and will vest 100% on the first anniversary of the grant date assuming continued employment with the Company.
14. The restricted units were granted pursuant to the 2022 Stock Incentive Plan and have a three-year graded vesting schedule assuming continued employment with the Company.
Remarks:
Lisa J. McCormick, POA for Larry F. Mazza 05/03/2023
** 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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