FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/05/2020 |
3. Issuer Name and Ticker or Trading Symbol
DELMAR BANCORP [ DBCP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 119,290(1) | D | |
Common Stock | 34,358(1)(2) | I | Held in spouse's IRA account |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (3) | 12/20/2020 | Common Stock | 7,730(7) | $5.83(7) | D | |
Stock Option (right to buy) | (4) | 01/18/2022 | Common Stock | 6,012(7) | $5.83(7) | D | |
Stock Option (right to buy) | (5) | 01/16/2023 | Common Stock | 11,166(7) | $5.83(7) | D | |
Stock Option (right to buy) | (6) | 02/24/2024 | Common Stock | 12,884(7) | $5.83(7) | D |
Explanation of Responses: |
1. The common stock reported herein is common stock of the Issuer. On November 15, 2019, Virginia Partners Bank ("Partners") was acquired by the Issuer through an exchange of shares in an all-stock transaction (the "Share Exchange"). At the effective time of the Share Exchange, each share of Partners common stock was exchanged for 1.7179 shares of Issuer common stock. The number of shares reflects the Reporting Person's holdings following the Share Exchange. |
2. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose. |
3. The option became exercisable in three equal installments on December 21, 2011, December 21, 2012, and December 21, 2013. |
4. The option became exercisable in three equal installments on January 19, 2013, January 19, 2014, and January 19, 2015. |
5. The option became exercisable in three equal installments on January 17, 2014, January 17, 2015, and January 17, 2016. |
6. The option became exercisable in three equal installments on February 25, 2015, February 25, 2016, and February 25, 2017. |
7. The options reported herein are options to purchase common stock of the Issuer. At the effective time of the Share Exchange, each outstanding option to purchase shares of common stock of Partners was assumed by the Issuer and converted into an option to purchase shares of the Issuer's common stock, and the exercise price for each option was correspondingly adjusted. The number of shares reflects the Reporting Person's holdings following such conversion, and the exercise price reflects the exercise price following such conversion. |
Remarks: |
J. Adam Sothen, as attorney-in-fact | 05/05/2020 | |
** 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 5 (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. |