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^*

Johnson Thomas Arthur

(Last)

(First)

(Middle)

C/O CAMBRIDGE BANCORP

78 BLANCHARD ROAD

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBRIDGE BANCORP [ CATC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP / Consumer Lending Dir

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2018

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	01/22/2018		A		735	A	$0	735	D
Common Stock								15,888	D
Common Stock								1,444	I	ESOP

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 Based Restricted Stock	⁽¹⁾	01/22/2018		A		2,204		⁽¹⁾	12/31/2020	Common Stock	2,204	⁽¹⁾	2,204	D
Performance Based Restricted Stock Units	⁽²⁾							⁽²⁾	12/31/2019	Common Stock	1,892		1,892	D
Performance Based Restricted Stock Units	⁽³⁾							⁽³⁾	12/31/2018	Common Stock	2,572		2,572	D
Performance Based Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	12/31/2017	Common Stock	1,243		1,243	D

Explanation of Responses:

1. This PRSU award will vest based upon the Company's average three-year performance relative to the Commercial Bank Peer Group for return on assets ("ROA") and diluted earnings per share ("EPS") growth for the period ending December 31, 2020. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at maximum possible amount.

2. This PRSU award will vest based upon the Bank's average three-year performance relative to the Commercial Bank Peer Group for return on assets ("ROA") and diluted earnings per share ("EPS") growth for the period ending December 31, 2019. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at maximum possible amount.

3. This PRSU award will vest based upon the Bank's average three-year performance relative to the Commercial Bank Peer Group for ROA and diluted EPS growth for the period ending December 31, 2018. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at maximum possible amount.

4. This PRSU award will vest based upon the Bank's average three-year performance relative to the Commercial Bank Peer Group for ROA and diluted EPS growth for the period ending December 31, 2017. Any shares earned will vest upon Compensation Committee certification of performance achievement following completion of the performance period. Amount reflects vesting at maximum possible amount.

Remarks:

	/s/Michael Carotenuto, as Attorney-in-Fact	01/24/2018
	** 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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