| 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
Amerant Bancorp Inc. [ AMTB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 02/16/2023 | M | 34,204 | A | $0(1) | 65,824.75 | D | |||
| Class A Common Stock | 02/16/2023 | F | 13,460(2) | D | $28.93 | 52,364.75 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0.0(1) | 02/16/2023 | M | 20,792 | (3) | (3) | Class A Common Stock | 20,792 | $0 | 20,793 | D | ||||
| Restricted Stock Units LTI 2021 | $0.0(1) | 02/16/2023 | M | 8,508 | (4) | (4) | Class A Common Stock | 8,508 | $0 | 8,509 | D | ||||
| Restricted Stock Units LTI 2022 | $0.0(1) | 02/16/2023 | M | 4,904 | (5) | (5) | Class A Common Stock | 4,904 | $0 | 9,810 | D | ||||
| Restricted Stock Units LTI 2023 | $0.0(1) | 02/16/2023 | A | 18,665 | (6) | (6) | Class A Common Stock | 18,665 | $0 | 18,665 | D | ||||
| Performance Based Restricted Stock Units LTI 2023 | $0.0(7) | 02/16/2023 | A | 27,999 | (8) | (8) | Class A Common Stock | 27,999 | $0 | 27,999 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit is the economic equivalent of one share of Class A Common Stock. |
| 2. This number reflects an aggregate of 13,460 shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of the restricted stock units. |
| 3. On February 16, 2021, Mr. Plush was awarded 62,377 restricted stock units in connection with a sign-on grant related to Mr. Plush's appointment as Vice-Chairman and CEO. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests 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. |
| 4. On February 16, 2021, Mr. Plush was awarded 25,525 restricted stock units 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. The award vests 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. |
| 5. On February 16, 2022, Mr. Plush was awarded 14,714 restricted stock units under the 2022-2024 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. The award vests 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. |
| 6. On February 16, 2023, Mr. Plush was awarded 18,665 restricted stock units under the 2023-2025 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. The award vests 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. |
| 7. Each performance based restricted stock unit is the economic equivalent of one share of Class A Common Stock. |
| 8. Performance based restricted stock units awarded to Mr. Plush under the 2023-2025 Long Term Incentive 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 and Human Capital Committee for a 3-year period beginning January 1, 2023 and ending on December 31, 2025, 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 reflects the maximum number of performance based restricted stock units Mr. Plush may earn at the end of the performance period. |
| Remarks: |
| /s/ Julio V. Pena, as Attorney-in-Fact for Gerald P. Plush | 02/21/2023 | |
| ** 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. | ||