Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KENNEDY DOUGLAS L

(Last)

(First)

(Middle)

500 HILLS DRIVE, SUITE 300

PO BOX 700

(Street)

BEDMINSTER

07921

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEAPACK GLADSTONE FINANCIAL CORP [ PGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/2024		G		3,000	D	$0.00⁽¹⁾	63,702.749	D
Common Stock								156,630	I	Rabbi Trust⁽²⁾
Common Stock								18,372.365	I	401(k)⁽³⁾
Common Stock								9,819.2539	I	Employee Stock Purchase Plan⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	25,004		25,004	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	44,582		44,582	D
Phantom Stock	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,321		10,321	D
Phantom Stock	⁽⁹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	12,171		12,171	D
Phantom Stock	⁽¹²⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	15,482		15,482	D

Explanation of Responses:

1. A gift involves no payment of consideration; therefore, no price is necessary.

2. Held indirectly through a rabbi trust pursuant to a non-qualified deferred compensation plan.

3. Includes 401(k) contributions used to purchase PGC stock.

4. Includes shares received through dividend reinvestment since the last filing.

5. Each restricted stock unit represents a contingent right to receive one share of common stock of Peapack-Gladstone Financial Corporation.

6. The restricted stock units vest and settle in stock in five approximately equal installments on each of the first five anniversaries of the grant date.

7. Each restricted stock unit represents the right to receive one share of common stock of Peapack-Gladstone Financial Corporation subject to certain performance conditions. The units will cliff vest, after three years, if the conditions are met.

8. The restricted stock units will cliff vest on the third anniversary of the grant date subject to certain performance conditions being satisfied.

9. Each share of phantom stock is the economic equivalent of one share of common stock.

10. The phantom stock is scheduled to vest in three approximately equal installments on each of the first three anniversaries of the grant date.

11. The phantom stock is scheduled to vest in five approximately equal installments on each of the first five anniversaries of the grant date.

12. Each share of phantom stock represents the right to receive the economic equivalent of one share of common stock subject to certain perfomance conditions. The phantom stock will cliff vest , after three years, if the conditions are met.

13. The phantom stock will cliff vest on the third annivesary of the grant date subject to certain performance conditions being satisfied.

	Douglas L. Kennedy	10/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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