Evans Bancorp Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 15:08

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 *
Connerton John B
2. Issuer Name and Ticker or Trading Symbol
EVANS BANCORP INC [EVBN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Treasurer
(Last) (First) (Middle)
6460 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2025
(Street)
WILLIAMSVILLE, NY 14221
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 05/02/2025 D 24,199.88 D (1) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 $45.2 04/30/2025 D 1,640 (2) 03/20/2028 Common Stock 1,640 (3) 0 D
Stock Options $25.51 04/30/2025 D 936 (4) 11/17/2030 Common Stock 936 (5) 0 D
Stock Options $39.06 04/30/2025 D 518 (6) 11/16/2031 Common Stock 518 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Connerton John B
6460 MAIN STREET
WILLIAMSVILLE, NY 14221
Treasurer

Signatures

/s/ Jessica L. Brosius, Attorney in fact for John B. Connerton 05/02/2025
**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) Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2024 (the "Merger Agreement"), between the Issuer and NBT Bancorp, Inc., each issued and outstanding share of Issuer common stock was converted into the right to receive 0.91 shares of NBT Bancorp, Inc. common stock (subject to the payment of cash in lieu of fractional shares).
(2) The options were fully vested and exercisable.
(3) In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), that had a per share exercise price equal to or greater than the per share consideration price ($38.59) was cancelled for no consideration.
(4) Stock options vest at a rate of 20% per year commencing on November 17, 2021.
(5) In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($38.59), multiplied by the number of shares subject to such option.
(6) Stock options vest at a rate of 25% per year commencing on November 16, 2022.
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.
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