0001214659-22-000538.txt : 20220110 0001214659-22-000538.hdr.sgml : 20220110 20220110202854 ACCESSION NUMBER: 0001214659-22-000538 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220106 FILED AS OF DATE: 20220110 DATE AS OF CHANGE: 20220110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDREACIO JOHN T CENTRAL INDEX KEY: 0001323509 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32891 FILM NUMBER: 22522530 MAIL ADDRESS: STREET 1: KNBT BANCORP, INC. STREET 2: 90 HIGHLAND AVENUE CITY: BETHLEHEM STATE: PA ZIP: 18017 FORMER NAME: FORMER CONFORMED NAME: ANDREACIO JOHN DATE OF NAME CHANGE: 20050412 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 1ST CONSTITUTION BANCORP CENTRAL INDEX KEY: 0001141807 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223665653 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 6096554500 MAIL ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 4 1 marketforms-55031.xml PRIMARY DOCUMENT X0306 4 2022-01-06 true 0001141807 1ST CONSTITUTION BANCORP FCCY 0001323509 ANDREACIO JOHN T C/O 1ST CONSTITUTION BANCORP 2650 ROUTE 130 CRANBURY NJ 08512 false true false false Former CLO & EVP Common Stock 2022-01-06 4 F false 1961 27.79 D 21161 D Common Stock 2022-01-06 4 D false 21161 D 0 D Common Stock 2022-01-06 4 D false 826 D 826 I By 401(k) Stock option (right to buy) 10.24 2022-01-06 4 D false 221 15.3147 D 2024-01-06 Common Stock 221 0 D Stock option (right to buy) 10.10 2022-01-06 4 D false 442 15.4547 D 2025-01-02 Common Stock 442 0 D Stock option (right to buy) 11.98 2022-01-06 4 D false 630 13.5747 D 2026-01-04 Common Stock 630 0 D Stock option (right to buy) 18.65 2022-01-06 4 D false 1000 6.9047 D 2027-01-03 Common Stock 1000 0 D Stock option (right to buy) 18.30 2022-01-06 4 D false 1000 7.2547 D 2028-01-02 Common Stock 1000 0 D Stock option (right to buy) 19.38 2022-01-06 4 D false 1500 6.1747 D 2029-01-04 Common Stock 1500 0 D Stock option (right to buy) 21.92 2022-01-06 4 D false 1500 3.6347 D 2030-01-06 Common Stock 1500 0 D Stock option (right to buy) 13.13 2022-01-06 4 D false 1500 12.4247 D 2030-03-19 Common Stock 1500 0 D Stock option (right to buy) 15.56 2022-01-06 4 D false 3000 9.9947 D 2031-01-04 Common Stock 3000 0 D Represents shares of common stock withheld by 1st Constitution Bancorp ("Issuer") to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock in connection with the merger of Issuer with and into Lakeland Bancorp Inc. ("Lakeland"), pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021, by and between Issuer and Lakeland (the "Merger Agreement"). Represents shares of Issuer common stock and restricted stock that converted into and became exchangeable pursuant to the Merger Agreement for the right to receive 1.3577 shares of Lakeland common stock having a market value of $21.73 per share on the effective date of the merger. Information presented as of the close of business on January 6, 2021. This option, which provided for vesting in five equal annual installments beginning January 6, 2014, was canceled in the merger in exchange for a cash payment of $3,384.55, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the volume-weighted average trading price per share of Issuer common stock for the five consecutive trading days ending on the fifth trading day preceding the date and time of the closing of the merger ($25.5547, or the "VWAP") exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 2, 2015, was canceled in the merger in exchange for a cash payment of $6,830.98, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 4, 2016, was canceled in the merger in exchange for a cash payment of $8,552.06, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 3, 2017, was canceled in the merger in exchange for a cash payment of $6,904.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 2, 2018, was canceled in the merger in exchange for a cash payment of $7,254.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 4, 2019, was canceled in the merger in exchange for a cash payment of $9,262.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 6, 2020, was canceled in the merger in exchange for a cash payment of $5,452.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning March 19, 2020, was canceled in the merger in exchange for a cash payment of $18,637.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. This option, which provided for vesting in five equal annual installments beginning January 4, 2021, was canceled in the merger in exchange for a cash payment of $29,984.10, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. /s/ Scott Warren Goodman, as Attorney-in-fact for John T. Andreacio 2022-01-10