Sandy Spring Bancorp Inc.

04/03/2025 | Press release | Distributed by Public on 04/03/2025 13:37

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

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 *
Cook Kenneth C
2. Issuer Name and Ticker or Trading Symbol
SANDY SPRING BANCORP INC [SASR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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)
04/02/2025 		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
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
Stock Options (Right to Buy) $16.2 04/01/2025 D 10,072 04/01/2020 02/16/2026 Common Stock 10,072 (1)(2) 0 D
Stock Options (Right to Buy) $14.77 04/01/2025 D 7,466 06/16/2015 06/16/2025 Common Stock 7,466 (1)(2) 0 D
Stock Options (Right to Buy) $14.77 04/01/2025 D 35,784 04/01/2020 05/19/2025 Common Stock 35,784 (1)(2) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Kenneth C
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MD 20832 		X

Signatures

/s/ Janet VA Replogle, attorney-in-fact for Mr. Cook 04/03/2025
**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) These stock options were canceled in the merger in exchange for total of 15,294 shares of AUB common stock with a market value of $31.14 per share on March 31, 2025.
(2) On April 2, 2025, the reporting person filed an Exit Form 4 which inadvertently reported the incorrect number of shares received by the reporting person in exchange for his canceled options at the Effective Time of the Merger. The corrected number of shares received by the reporting person in exchange for his canceled options at the Effective Time of the Merger is reflected in footnote 1 to this amendment.
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.