FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

DeFazio Mark R		 2. Issuer Name and Ticker or Trading Symbol

Metropolitan Bank Holding Corp. [ MCB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

99 PARK AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/6/2023
(Street)

NEW YORK, NY 10016		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/7/2023 
 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)
Rule 10b5-1(c) Transaction Indication
☐ 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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/6/2023  J(1)  0 A (2)129532 (3)(4)(5)(6)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options $18 3/6/2023  J (1)    0   (7)10/22/2023 Common Stock 46200 $0.00 46200 D  
Stock Options $18 3/6/2023  J (1)    0   (7)12/2/2023 Common Stock 74000 $0.00 74000 D  
Stock Options $18 3/6/2023  J (1)    0   (7)3/18/2024 Common Stock 30000 $0.00 30000 D  
Stock Options $18 3/6/2023  J (1)    0   (7)6/1/2025 Common Stock 70000 $0.00 70000 D  
Explanation of Responses:
(1) On March 6, 2023, Metropolitan Bank Holding Corp. (the "Company") purported to make a loan to the Reporting Person in the amount of $7,468,000, with a fixed interest rate of 5.708% per annum (the "2023 Loan"), and the Reporting Person used substantially all of the proceeds of the 2023 Loan to exercise certain existing stock options (the "Option Shares") and satisfy withholding tax obligations in connection with such exercise (the "Option Exercise"). On April 26, 2023, the Company and the Reporting Person entered into a Rescission Agreement (the "Rescission Agreement"). The Rescission Agreement provided, among other things, that the 2023 Loan and the Option Exercise would be rescinded and deemed null and void. The Company's Board of Directors approved the Rescission Agreement in accordance with Rule 16b-3 under the Securities Exchange Act of 1934.
(2) Not applicable.
(3) Includes restricted stock units granted on February 24, 2021 that vest at a rate of 33.3% per year commencing on March 1, 2022.
(4) Includes restricted stock units granted on February 23, 2022 that vest at a rate of 33.3% per year commencing on March 1, 2023.
(5) Includes restricted stock units granted on March 1, 2023 that vest at a rate of 33.3% per year commencing on March 1, 2024.
(6) Includes restricted stock units granted on March 1, 2023 that vest 100% on March 1, 2024.
(7) Fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DeFazio Mark R
99 PARK AVENUE
NEW YORK, NY 10016		X
President and CEO
Signatures
/s/ Mark DeFazio4/28/2023
**Signature of Reporting PersonDate
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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