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^*

SMALL FRANK H

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Bank

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2010

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	06/16/2010		J		7,500	D	⁽¹⁾	342	D
Common Stock								0	I	401(k)
Common Stock								0	I	Employee Stock Purchase Plan
Common Stock								600	D⁽²⁾
Common Stock								750	D⁽³⁾
Common Stock								5,516	D⁽⁴⁾
Common Stock								6,183	D⁽⁵⁾

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)	$14.54							12/13/2000⁽⁶⁾	12/13/2010	Common Stock	12,001		12,001	D
Stock Options (Right to Buy)	$32.25							12/21/2001⁽⁶⁾	12/21/2011	Common Stock	6,400		6,400	D
Stock Options (Right to Buy)	$31.25							12/11/2002⁽⁶⁾	12/11/2012	Common Stock	8,350		8,350	D
Stock Options (Right to Buy)	$38.91							12/17/2003⁽⁶⁾	12/17/2013	Common Stock	10,325		10,325	D
Stock Options (Right to Buy)	$38							12/15/2004⁽⁶⁾	12/15/2014	Common Stock	11,250		11,250	D
Stock Options (Right to Buy)	$38.13							12/14/2005⁽⁶⁾	12/14/2012	Common Stock	11,875		11,875	D
Stock Options (Right to Buy)	$37.4							12/13/2007⁽⁶⁾	12/13/2013	Common Stock	7,000		7,000	D
Stock Options (Right to Buy)	$27.96							03/26/2009⁽⁷⁾	03/26/2015	Common Stock	5,750		5,750	D

Explanation of Responses:

1. Transfer of shares pursuant to voluntary property settlement agreement.

2. Restricted stock awarded under the 2005 Omnibus Stock Plan vests in five equal, annual installments beginning on December 13, 2007.

3. Restricted stock awarded under 2005 Omnibus Stock Plan vests in five equal, annual installments beginning on March 26, 2009.

4. Restricted stock awarded under 2005 Omnibus Stock Plan vests in equal installments on the anniversary of the grant over five years beginning March 25, 2010 or when permissable under TARP Regulations.

5. Restricted stock awarded under 2005 Omnibus Stock Plan vests in equal installments on the anniversary of the grant over five years beginning March 31, 2011 or as permissable under TARP regulations.

6. Stock options fully vested and exercisable.

7. Stock options granted under the 2005 Omnibus Stock Plan vest in equal annual increments on the first, second, and third anniversary of the grant.

	/s/ Janet VA Replogle, attorney-in-fact for Mr. Small	06/16/2010
	** 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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