Sandy Spring Bancorp Inc.

04/03/2025 | Press release | Distributed by Public on 04/03/2025 12:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sadowski John D
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, Chief Information Officer
(Last) (First) (Middle)
SANDY SPRING BANCORP, INC., 17801 GEORGIA AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025
(Street)
OLNEY, MD 20832
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 04/01/2025 D 29,411.6257 D (1) 0 D
Common Stock 04/01/2025 D 1,880 D (1) 0 D
Common Stock 04/01/2025 D 2,928 D (1) 0 D
Common Stock 04/01/2025 D 2,499 D (1) 0 D
Common Stock 04/01/2025 D 641 D (2) 0 D
Common Stock 04/01/2025 D 2,194 D (2) 0 D
Common Stock 04/01/2025 D 4,094 D (2) 0 D
Common Stock 04/01/2025 A 3,386 A (3) 3,386 D
Common Stock 04/01/2025 D 3,386 D (3) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sadowski John D
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MD 20832
EVP, Chief Information Officer

Signatures

/s/ Janet VA Replogle, attorney-in-fact for Mr. Sadowski 03/31/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("AUB") (the "Merger Agreement"), including in respect of shares underlying, as applicable, SASR RSA Awards as defined in the Merger Agreement. Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity. At the Effective Time of the merger (as defined in the Merger Agreement), each share of Sandy Spring common stock issued and outstanding immediately prior to such time, and each share of Sandy Spring common stock underlying the reporting person's SASR RSA Awards, was converted into the right to receive 0.900 shares of AUB common stock, and, if applicable, cash in lieu of fractional shares. On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share and the closing price of AUB's common stock was $31.14 per share.
(2) At the Effective Time of the merger (as defined in the Merger Agreement), pursuant to the terms of the Merger Agreement, each Sandy Spring Restricted Stock Unit was converted into a time-based restricted stock unit denominated in shares of AUB common stock based on the Exchange Ratio (rounded down to the nearest whole share) and remained subject to the same terms and conditions as applied immediately prior to the Effective Time.
(3) Represents performance-based restricted stock units ("PSUs") which had not been previously reported that converted into time-vesting AUB restricted stock units pursuant to the terms of the Merger Agreement. The PSUs were originally granted on March 12, 2025 under the Sandy Spring Bancorp, Inc. 2024 Equity Plan.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.