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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MASSBANK CORP [ MASB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
common stock | 01/04/2006 | J(1) | 5,000 | A | $15.5 | 235,107.971(2)(3)(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | $15.5 | 01/04/2006 | J(1) | 5,000 | 01/16/1996 | 01/15/2006 | common | 5,000 | $15.5 | 0 | D |
Explanation of Responses: |
1. Exercise of stock option granted under the MASSBANK Corp. Stock Option Plan |
2. Includes 28,221.354 shares owned indirectly by Gerard H. Brandi under the MASSBANK Employee Stock Ownership Plan (ESOP). |
3. Also includes 18,048.749 shares of common stock of MASSBANK Corp. stock owned by Mr. Brandi's spouse, to which Mr. Brandi disclaims beneficial ownership. This report shall not be deemed an admission that Mr. Brandi is the beneficial owner of these shares. This share position includes the following shares acquired during 2005 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan: 103.214 sh @$38.00 per sh on 02/18/05; 108.997 sh @$36.2301 per sh on 05/19/05; 115.072 sh @$34.5636 on 08/18/05; and 136.328 sh @$30.5246 sh on 11/17/05. |
4. Also includes 1,570.137 shares of common stock of MASSBANK Corp. stock owned indirectly by Mr. Brandi as custodian for minors. This share position includes the following shares acquired during 2005 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan: 10.40 sh @$38.00 per sh on 02/18/05; 10.984 sh @$36.2301 per sh on 05/19/05; 11.599 sh @$34.5636 on 08/18/05; and 13.739 sh @$30.5246 sh on 11/17/05. |
Remarks: |
Gerard H. Brandi | 01/06/2006 | |
** 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. |