Statement of Changes in Beneficial Ownership (4)
02 Junho 2020 - 2:33PM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Fontaine Thomas J |
2. Issuer Name and Ticker or Trading Symbol
Wellesley Bancorp, Inc.
[
WEBK
]
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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)
100 WORCESTER STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2020 |
(Street)
WELLESLEY, MA 02481
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/1/2020 | | D | | 21779.0000 | D | $0.0000 (1) | 0.0000 | D | |
Common Stock | 6/1/2020 | | D | | 12931.6900 | D | $0.0000 (1) | 0.0000 | I | By 401(k) |
Common Stock | 6/1/2020 | | D | | 50.0000 | D | $0.0000 (1) | 0.0000 | I | By Custodian for Daughter |
Common Stock | 6/1/2020 | | D | | 50.0000 | D | $0.0000 (1) | 0.0000 | I | By Custodian for Son |
Common Stock | 6/1/2020 | | D | | 2867.0000 | D | $0.0000 (1) | 0.0000 | I | By ESOP |
Common Stock | 6/1/2020 | | D | | 2666.0000 | D | $0.0000 (1) | 0.0000 | I | By Stock Award II |
Common Stock | 6/1/2020 | | D | | 3500.0000 | D | $0.0000 (1) | 0.0000 | I | By Trustee for EJF Family Trust |
Common Stock | 6/1/2020 | | D | | 4500.0000 | D | $0.0000 (1) | 0.0000 | I | By Trustee for RJF Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Options (right to buy) | $15.3500 | 6/1/2020 | | D | | | 16285.0000 | 10/1/2013 (2) | 10/1/2022 | Common Stock | 16285.0000 | $0.0000 (2) | 0.0000 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 5, 2019, by and among Cambridge Bancorp ("Cambridge"), Cambridge Trust Company, Wellesley Bancorp, Inc. ("Wellesley") and Wellesley Bank. Wellesley merged with and into Cambridge, with Cambridge continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Wellesley common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.580 shares of Cambridge common stock. |
(2) | At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of December 5, 2019, by and among Cambridge Bancorp, Cambridge Trust Company, Wellesley Bancorp, Inc. and Wellesley Bank, all stock options were cancelled and the reporting person received a cash payment equal to $32.42 per share minus the applicable exercise price of such stock option multiplied by each stock option held. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fontaine Thomas J 100 WORCESTER STREET, SUITE 300 WELLESLEY, MA 02481 | X |
| President & CEO |
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Signatures
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/s/ Edward G. Olifer, Power of Attorney | | 6/2/2020 |
**Signature of Reporting Person | Date |
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