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^*

Lopez-Lay Ginoris

(Last)

(First)

(Middle)

P.O. BOX 9146

(Street)

SAN JUAN

00908-0146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST BANCORP /PR/ [ FBP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
First BanCorp Common Stock, par value $0.10 per share.	03/16/2023		A		12,406⁽¹⁾	A	$11.99	229,132	D
First BanCorp Common Stock, par value $0.10 per share.	03/18/2023		M		31,176⁽²⁾	A	⁽³⁾	260,308	D
First BanCorp Common Stock, par value $0.10 per share.	03/18/2023		F		9,716⁽⁴⁾	D	$11.15	250,592	D
First BanCorp Common Stock, par value $0.10 per share.	03/18/2023		F		4,858⁽⁵⁾	D	$11.15	245,734	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)
Performance Share Unit	⁽⁶⁾	03/16/2023		A		12,406		⁽⁶⁾	03/16/2026	Common Stock	12,406	$0.00	64,885	D
Performance Share Unit	⁽²⁾	03/18/2023		M			31,176	⁽³⁾	03/18/2023	Common Stock	31,176⁽³⁾	⁽²⁾	33,709⁽⁷⁾	D

Explanation of Responses:

1. Shares of restricted stock issued pursuant to the First BanCorp Omnibus Incentive Plan, as amended. The shares shall fully vest solely on the basis of the passage of time over a three-year period, with 50% vesting on year two or March 16, 2025 and the remaining 50% vesting on year three or March 16, 2026.

2. Performance Share Units granted as a performance award, vesting based upon degree of achievement of performance goal. Each Performance Share Units represents a contingent right to receive one share of FBP common stock. At the end of the performance period, 50% of the award is paid for threshold-level performance up to 100% for target level performance, in FBP common stock free of restriction. Amounts between threshold and target level performance are interpolated to reward incremental achievement and no amounts are paid if actual results of the performance goal are below threshold-level performance.

3. Performance Share Units that vested based on the achievement of the performance goal at a level resulting in 100% of target, pursuant to a grant of Performance Share Units awarded on March 18, 2020.

4. Shares withheld to cover taxes related to the Performance Share Units granted in a restricted stock that vested on March 18, 2023 pursuant to the terms of the long-term incentive award made on March 18, 2020.

5. Shares withheld to cover taxes related to a restricted stock that vested on March 18, 2023 pursuant to the terms of the restricted stock award made on March 18, 2020.

6. Performance Share Units granted as a performance award, vesting based upon degree of achievement of performance goal. Each Performance Share Units represents a contingent right to receive one share of FBP common stock. At the end of the performance period, 50% of the award is paid for threshold-level performance up to 150% for maximum level performance, in FBP common stock free of restriction. Amounts between threshold, target, and maximum level performance are interpolated to reward incremental achievement and no amounts are paid if actual results of the performance goal are below threshold-level performance.

7. The amount of 33,709 Performance Share Units were granted as a performance award with 10,657 shares granted on March 31, 2021, 10,646 shares granted on March 24, 2022, and 12,406 shares granted on March 16, 2023, and vest upon the degree of achievement of performance goals. Each Performance Share Unit represents a contingent right to receive one share of FBP common stock.

Remarks:

	/s/ Adolfo Sepulveda, Esq., Attorney-in-Fact	03/20/2023
	** 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.
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