OFG-B OFG Bancorp

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
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 * FERNANDEZ JOSE RAFAEL	2. Issuer Name and Ticker or Trading Symbol OFG BANCORP [ OFG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) PO BOX 195115	3. Date of Earliest Transaction (MM/DD/YYYY) 11/10/2020
(Street) SAN JUAN, PR 00919-5115 (City)        (State)        (Zip)	4. 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 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	11/10/2020		M		100000	A	$11.95	307986.688	D
Common Stock	11/10/2020		F(1)		69965	D	$17.08	238021.688 (2)	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 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
Qualified Stock Options (3)	$11.95	11/10/2020		M			100000	(4)	12/3/2020	Common Stock	100000	(5)	180400	D

Explanation of Responses:
(1)	Represents a "net exercise" of outstanding stock options. The reporting person received 30,035 shares of common stock on net exercise of option to purchase 100,000 shares of common stock. The Issuer withheld 69,965 shares of common stock underlying the option for payment of the exercise price, using the closing stock price on November 9, 2020 of $17.08.
(2)	In addition to the reporting person's direct beneficial ownership of 238,021.688 OFG shares, he also indirectly owns 45,152 OFG shares through a Non-Qualified Deferred Compensation Trust, and directly owns 5,560 shares of Non-Cumulative Perpetual Preferred Stock, Series D.
(3)	Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. These options represented a right to buy the underlying securities.
(4)	The Award became exercisable at the rate of 25% per year commencing on December 3, 2012.
(5)	The executive is exercising a derivative security.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FERNANDEZ JOSE RAFAEL PO BOX 195115 SAN JUAN, PR 00919-5115	X		President & CEO

Signatures
/s/ Jose R. Fernandez		11/13/2020
**Signature of Reporting Person		Date