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) 11/15/2021 |
3. Issuer Name and Ticker or Trading Symbol
BayFirst Financial Corp. [ FHBI ] |
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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 | 40,690 | D |
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 | ||||
Option (Right to Buy) | (1) | 03/15/2029 | Common Stock | 3,900 | $14.67 | D | |
Option (Right to Buy) | (2) | 01/14/2031 | Common Stock | 3,750 | $14.67 | D | |
Option (Right to Buy) | (3) | 06/12/2028 | Common Stock | 5,400 | $17.33 | D | |
Option (Right to Buy) | (4) | 01/15/2030 | Common Stock | 3,900 | $15.67 | D | |
Series B Convertible Preferred Stock | 11/15/2021 | 09/30/2030 | Common Stock | 50(5) | (5) | I | Christos Politis Revocable Trust of 2015 |
Explanation of Responses: |
1. These options vest in three equal annual installments beginning one year after the 3/15/2019 date of grant. |
2. These options vest in three equal annual installments beginning one year after the 1/14/2021 date of grant. |
3. These options vest in three equal annual installments beginning one year after the 6/12/2018 date of grant. |
4. These options vest in three equal annual installments beginning one year after the 1/15/2020 date of grant. |
5. Dr. Politis has 50 Series B Convertible Preferred Stock, with a liquidation preference of $50,000. The holders of shares of Series B Convertible Preferred Stock have the right to convert such shares into shares of common stock at a conversion ratio equal to the quotient of: (i) the $1,000 liquidation preference; divided by (ii) the tangible book value per share of common stock, calculated on the basis of BayFirst Financial Corp.s financial statements, as of the last day of the calendar quarter occurring prior to the date on which a holder exercises the conversion right; provided, however, that tangible book value shall be adjusted to reflect a subsequent quarter end only on the last day of the month succeeding such quarter end. |
Remarks: |
/s/ Richard Pearlman, Attorney-in-Fact | 11/15/2021 | |
** 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. |