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^*

GARRETT MASON Y

(Last)

(First)

(Middle)

381 HALTON ROAD

(Street)

GREENVILLE

29606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRANDSOUTH BANCORPORATION [ GRRB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

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

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	01/01/2023		D		348,255	D	⁽¹⁾	0	D
Common Stock	01/01/2023		D		13,336	D	⁽¹⁾	0	I	By Self as Custodian for Grandchildren
Common Stock	01/01/2023		D		174,663	D	⁽¹⁾	0	I	By Spouse
Common Stock	01/01/2023		D		61,492	D	⁽¹⁾	0	I	By BMPBC, LLC Partnership
Common Stock	01/01/2023		D		300,000	D	⁽¹⁾	0	I	By Mason Y. Garrett Family, LP

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)
Preferred Stock - Series A	⁽²⁾	01/01/2023		D			9,204	⁽²⁾	⁽²⁾	Common Stock	9,204	⁽¹⁾	0	D

Explanation of Responses:

1. Disposed of in accordance with the Agreement and Plan of Merger and Reorganization, dated as of June 21, 2022 (the "Merger Agreement"), by and between GrandSouth Bancorporation and First Bancorp, pursuant to which GrandSouth Bancorporation was merged with and into First Bancorp, effective January 1, 2023 (the "Merger"). On January 1, 2023, the effective date of the Merger, each issued and outstanding share of GrandSouth Bancorporation common stock and preferred stock was converted into the right to receive 0.91 shares of First Bancorp common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly, any shares of GrandSouth Bancorporation capital stock.

2. The Series A Preferred Stock is convertible upon a Change of Control (as defined in the Articles of Amendment designating the Series A Preferred) into a number of shares of the issuers common stock on a one-for-one basis and has no expiration date.

	/s/ Nelson Mullins Riley & Scarborough LLP as POA for Mason Y. Garrett	01/04/2023
	** 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).
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