SEC Form 4 · accession 0001209191-19-016122
MIDDLEFIELD BANC CORP · MBCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas G Caldwell
Officer — President/Chief Executive Offi · Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 10:47 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000836147
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2019 | A | 1,081 | $41.90 | A | 5,166 | D | |
| Common StockF2 | holding | — | — | — | 14,222 | D | ||
| Common StockF3 | holding | — | — | — | 249 | I | custodian for children |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Conditonal Stock AwardF4 | $42.43 | Mar 1, 2019 | A | 2,698 | A | — | Mar 1, 2022 | Common Stock | 2,698 | 2,698 | D |
| Stock Option (right to buy) | $17.55 | holding | — | — | — | May 9, 2012 | May 9, 2021 | Common Stock | 2,500 | 2,500 | D |
| Conditional Stock AwardF5 | $38.6992 | holding | — | — | — | — | Jul 20, 2020 | Common Stock | 753 | 753 | D |
| Conditonal Stock AwardF6 | $48.20 | holding | — | — | — | — | May 22, 2021 | Common Stock | 2,240 | 2,240 | D |
Explanation of responses
- F1Shares were acquired under the terms of a Conditional Stock Grant dated March 1, 2016.
- F2Includes shares held jointly with spouse.
- F3Includes shares acquired under MBCN Dividend Reinvestment Plan.
- F4Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated March 5, 2019.
- F5Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated July 20, 2017.
- F6Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated May 29, 2018.