Initial Statement of Beneficial Ownership (3)
May 05 2020 - 1:04PM
Edgar (US Regulatory)
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Sothen James Adam |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/5/2020
|
3. Issuer Name and Ticker or Trading Symbol
DELMAR BANCORP [DBCP]
|
(Last)
(First)
(Middle)
C/O DELMAR BANCORP, 2245 NORTHWOOD DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Financial Officer / |
(Street)
SALISBURY, MD 21801
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Beneficially Owned
|
1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | (1) | 4/16/2028 | Common Stock | 25768 (2) | $7.72 (2) | D | |
Explanation of Responses: |
(1) | The option was originally exercisable in three equal annual installments on April 16, 2019, April 16, 2020, and April 16, 2021; however, the option became fully exercisable at the effective time of the Share Exchange (as defined below). |
(2) | The option reported herein is an option to purchase common stock of the Issuer. On November 15, 2019, Virginia Partners Bank ("Partners") was acquired by the Issuer through an exchange of shares in an all-stock transaction (the "Share Exchange"), in which each share of Partners common stock was exchanged for 1.7179 shares of Issuer common stock. At the effective time of the Share Exchange, each outstanding option to purchase shares of common stock of Partners was assumed by the Issuer and converted into an option to purchase shares of the Issuer's common stock, and the exercise price for each option was correspondingly adjusted. The number of shares reflects the Reporting Person's holdings following such conversion, and the exercise price reflects the exercise price following such conversion. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sothen James Adam C/O DELMAR BANCORP 2245 NORTHWOOD DRIVE SALISBURY, MD 21801 |
|
| Chief Financial Officer |
|
Signatures
|
J. Adam Sothen | | 5/5/2020 |
**Signature of Reporting Person | Date |