SEC FORM 4

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^*

Rodeheaver Carissa Lynn

(Last)

(First)

(Middle)

19 SOUTH SECOND STREET

(Street)

OAKLAND

21550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST UNITED CORP/MD/ [ FUNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/26/2020		A		3,056⁽²⁾	A	$0⁽²⁾	17,989.7727	D
Common Stock⁽¹⁾	03/26/2020		A		1,574⁽³⁾	A	$0⁽³⁾	19,563.7727	D
Common Stock⁽¹⁾	03/26/2020		A		3,148⁽⁴⁾	A	$0⁽⁴⁾	22,711.7727	D
Common Stock								18.968	I	By spouse as UTMA custodian for son
Common Stock								790.24	I	By 401(k) plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares correspond to restricted stock units each of which represents the contingent right to receive one share of common stock of First United Corporation ("RSUs").

2. The RSUs will vest on March 15, 2022 if certain performance goas are satisfied for the three-year period ending December 31, 2021 and the reporting person is employed on such date. The number of shares reported reflects the target number of shares that could be issued under the RSUs, assuming that at least one of the performance objectives is met at the "target" level. If the performance objectives are met at the "threshold" level, then the number of shares for which the RSUs will be settled will be 1,528. If the performance objectives are met at the "maximum" level, then the number of shares for which the RSUs will be settled will be 4,585. Actual vesting amounts will be pro-rated between threshold and target levels and target and maximum levels to reward incremental improvement.

3. The RSUs will vest ratably over three years beginning on March 26, 2021 if the reporting person is employed on each applicable vesting date.

4. The shares correspond to performance-vesting RSUs granted to the reporting person. The RSUs will vest on March 15, 2023 if certain performance goas are satisfied for the three-year performance period ending on December 31, 2022 and the reporting person remains employed on such date. The number of shares reported reflects the target number of shares that could be issued under the RSUs, assuming that at least one of the performance objectives is met at the "target" level. If the performance objectives are met at the "threshold" level, then the number of shares for which the RSUs will be settled will be 1,574. If the performance objectives are met at the "maximum" level, then the number of shares for which the RSUs will be settled will be 4,722. Actual vesting amounts will be pro-rated between threshold and target levels and target and maximum levels to reward incremental improvement.

	/s/ Carissa L. Rodeheaver	03/30/2020
	** 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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