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^*

RIEL SUSAN G

(Last)

(First)

(Middle)

688 RIDGE ROAD

(Street)

MT. AIRY

21771

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE BANCORP INC [ EGBN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

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	12/28/2022		G⁽¹⁾	V	650	D	$0	260,484⁽²⁾	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Avery M. Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	259,834	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Charlotte A. Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	259,184	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Haley G. Sherrill
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	258,534	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Kevin C. Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	257,884	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Charles A. Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	257,234	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Charles R. Heinecke-Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	256,584	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Olive S. Heinecke-Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	255,934	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Olivia A. Riel
Common Stock	12/28/2022		G⁽¹⁾	V	650	D	$0	255,284	D
Common Stock	12/28/2022		G⁽¹⁾	V	650	A	$0	1,165	I	Susan G. Riel and Charles T. Riel Jr. in Trust for Madelyn J. Sherrill
Common Stock	12/28/2022		G⁽³⁾	V	650	D	$0	254,634	D
Common Stock	12/28/2022		G⁽³⁾	V	650	D	$0	253,984	D
Common Stock	12/28/2022		G⁽³⁾	V	650	D	$0	253,334	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)
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. Represents a bona fide gift by the Reporting Person to various trusts, the beneficiaries of which are the Reporting Person's grandchildren. The Reporting Person as co-trustee of each of the trusts retains beneficial ownership over the shares of the Company's Common Stock in the trusts.

2. The Reporting Person's holdings include 62 shares acquired under the Eagle Bancorp, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP") on March 31, 2022; 87 shares acquired under the 2021 ESPP on June 30, 2022; and 92 shares acquired under the 2021 ESPP on September 30, 2022.

3. Represents a bona fide gift by the Reporting Person to the Reporting Person's children. The Reporting Person does not retain any beneficial ownership or pecuniary interest over the shares of the Company's Common Stock after effecting the transaction.

Remarks:

	Susan G. Riel	01/10/2023
	** 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).
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.