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^*

Plush Gerald P

(Last)

(First)

(Middle)

220 ALHAMBRA CIRCLE

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2021

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)
Class A Common Stock	02/16/2021		A		87,902⁽¹⁾	A	$0	98,002	D

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 Units	$0.0	02/16/2021		A		62,377		⁽²⁾	⁽²⁾	Class A Common Stock	62,377	$0	62,377	D
Performance Based Restricted Stock Units	$0.0	02/16/2021		A		38,288		⁽³⁾	⁽³⁾	Class A Common Stock	38,288	$0	100,665	D

Explanation of Responses:

1. Restricted stock unit awards granted on February 16, 2021. 62,377 restricted stock units were awarded to Mr. Plush in connection with a sign-on grant related to Mr. Plush's appointment as Vice-Chairman and CEO. 25,525 restricted stock units were awarded to Mr. Plush under the 2021-2023 Long Term Incentive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. All restricted stock unit awards granted on February 16, 2021 vest in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Plush remains in the continuous service of the Company or a subsidiary through each such date.

2. Performance based restricted stock units awarded to Mr. Plush in connection with a sign-on grant related to Mr. Plush's appointment as Vice-Chairman and CEO. Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold or Target level set by the Compensation Committee for a 3-year period beginning January 1, 2021 and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 100% of the performance based restricted stock units. The number of performance based restricted stock units reported reflect the maximum number of performance based restricted stock units Mr. Plush may earn at the end of the performance period.

3. Performance based restricted stock units awarded to Mr. Plush under the 2021-2023 Long Term Inventive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Compensation Committee for a 3-year period beginning January 1, 2021 and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units. The number of performance based restricted stock units reported reflect the maximum number of performance based restricted stock units Mr. Plush may earn at the end of the performance period.

Remarks:

Executive Vice-Chairman

	/s/ Julio V. Pena, as Attorney-in-Fact for Gerald P. Plush	02/18/2021
	** 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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