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^*

HOLLAR HUNTER R

(Last)

(First)

(Middle)

SANDY SPRING BANCORP, INC.

17801 GEORGIA AVENUE

(Street)

OLNEY

20832

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDY SPRING BANCORP INC [ SASR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2008

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	05/28/2008		D		1,900	D	$27	25,048	D⁽¹⁾
Common Stock								8,072	I	In Wife's Rev Trst
Common Stock								907	I	401(k) Plan
Common Stock								2,000	I⁽²⁾	Restricted Stock Award
Common Stock								2,000	I⁽³⁾	Restricted Stock Award

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)
Stock Options (Right to Buy)	$32.25							12/21/2001⁽⁴⁾	12/21/2011	Common Stock	18,400		18,400	D
Stock Options (Right to Buy)	$17.21							12/15/1999⁽⁴⁾	12/15/2009	Common Stock	10,520		10,520	D
Stock Options (Right to Buy)	$14.54							12/13/2000⁽⁴⁾	12/13/2010	Common Stock	7,481		7,481	D
Stock Options (Right to Buy)	$37.4							12/13/2007⁽⁵⁾	12/13/2013	Common Stock	11,500		11,500	D
Stock Options (Right to Buy)	$38.91							12/17/2003⁽⁴⁾	12/17/2013	Common Stock	16,950		16,950	D
Stock Options (Right to Buy)	$20.33							12/16/1998⁽⁴⁾	12/16/2008	Common Stock	4,500		4,500	D
Stock Options (Right to Buy)	$31.25							12/11/2002⁽⁴⁾	12/11/2012	Common Stock	17,000		17,000	D
Stock Options (Right to Buy)	$38.13							12/14/2005⁽⁴⁾	12/14/2012	Common Stock	22,500		22,500	D
Stock Options (Right to Buy)	$38							12/15/2004⁽⁴⁾	12/15/2014	Common Stock	18,650		18,650	D

Explanation of Responses:

1. This transaction completed under the terms of a 10b5-1 plan

2. Restricted stock awarded under the 2005 Omnibus Stock Plan vests in five equal, annual installments on the anniversary dates of the award.

3. Award of restricted stock under the 2005 Omnibus Stock Plan vests in increments of 33.3% each year beginning on the first anniversary of the award, March 26, 2009.

4. Stock options fully vested and exercisable.

5. Stock Options granted pursuant to the Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan vest in three annual installments commencing on December 13, 2007.

	/s/ Janet VA Replogle, attorney-in-fact for Mr. Hollar	05/28/2008
	** 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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