SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McDowell Ronda M

(Last)

(First)

(Middle)

SANDY SPRING BANCORP, INC.

17801 GEORGIA AVENUE

(Street)

OLNEY

20832

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Credit Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,291	D
Common Stock	116	D⁽¹⁾
Common Stock	317	D⁽²⁾
Common Stock	465	D⁽³⁾
Common Stock	548	D⁽⁴⁾
Common Stock	549	D⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	12/17/2003⁽⁶⁾	12/17/2013	Common Stock	2,200	$38.91	D
Stock Options (Right to Buy)	12/15/2004⁽⁶⁾	12/14/2014	Common Stock	16	$38	D
Stock Options (Right to Buy)	12/15/2004⁽⁶⁾	12/15/2014	Common Stock	2,859	$38	D
Stock Options (Right to Buy)	12/13/2007⁽⁶⁾	12/13/2013	Common Stock	1,662	$37.4	D
Stock Options (Right to Buy)	03/26/2009⁽⁶⁾	03/26/2015	Common Stock	1,800	$27.96	D
Stock Options (Right to Buy)	03/31/2011⁽⁶⁾	03/31/2017	Common Stock	1,781	$15	D
Stock Options (Right to Buy)	03/30/2012⁽⁷⁾	03/30/2018	Common Stock	1,872	$18.69	D
Stock Options (Right to Buy)	03/28/2013⁽⁷⁾	03/28/2019	Common Stock	744	$19.02	D
Stock Options (Right to Buy)	04/01/2014⁽⁸⁾	03/27/2020	Common Stock	597	$20.26	D

Explanation of Responses:

1. 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.

2. 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.

3. Restricted stock awarded under 2005 Omnibus Stock Plan vests in equal installments on the anniversary of the grant over five years beginning March 30, 2012.

4. Restricted stock awarded under 2005 Omnibus Stock Plan vests in equal installments on the anniversary of the grant over five years beginning March 28, 2013.

5. Restricted stock awarded under 2005 Omnibus Stock Plan vests in equal installments annually over five years beginning April 1, 2014.

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.

8. Stock options granted under the 2005 Omnibus Stock Plan vest in equal annual increments beginning on April 1, 2014.

	/s/ Janet VA Replogle, attorney-in-fact for Ms. McDowell	11/07/2013
	** 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 5 (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.