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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
DeFazio Mark R
(Last) (First) (Middle)
99 PARK AVENUE
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/29/2024 A 20,800(1) A $0.00 221,987(2)(3) D
Common Stock 02/29/2024 F(4) 29,290(5) D $40.82 192,697(2)(3) D
Common Stock 03/01/2024 A 12,156(6) A $0.00 204,853(2)(3) D
Common Stock 03/01/2024 A 24,313(7) A $0.00 229,166(2)(3) D
Common Stock 03/01/2024 F(4) 12,972(8) D $38 216,194(2)(3) D
Common Stock 20,517 I By LLC
Common Stock 3,096 I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On June 1, 2022, the Reporting Person was granted 20,800 restricted stock units (the "2022 RSUs") which were to vest, if at all, subject to the satisfaction of certain performance criteria. The performance criteria for the fiscal year ended December 31, 2023 were met, resulting in the vesting of the 2022 RSUs.
2. Includes restricted stock units granted on February 23, 2022 that vest at a rate of 33.3% per year commencing on March 1, 2023.
3. Includes restricted stock units granted on March 1, 2023 that vest at a rate of 33.3% per year commencing on March 1, 2024.
4. These shares of common stock were not sold in an open-market transaction.
5. Upon delivery to the Reporting Person of the shares of common stock underlying the 2022 RSUs as well as certain other shares of common stock that were previously disclosed as having vested, but which were delivered simultaneously with the shares underlying the 2022 RSUs, 29,290 shares were withheld by Metropolitan Bank Holding Corp. (the "Company") in respect of tax withholding obligations.
6. Restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025.
7. Restricted stock units granted on March 1, 2024 that vest 100% on March 1, 2025.
8. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 12,972 shares were withheld by the Company in respect of tax withholding obligations.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Frederik Erikson, pursuant to power of attorney 03/04/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned, Mark R. DeFazio, President, Chief Executive Officer, and Director of Metropolitan Bank Holding Corp. (the "Corporation"), hereby authorizes and designates each of Dixiana M. Berrios, Frederik Erikson, Scott Lublin, Daniel Dougherty, and David Bonnar as the undersigned's agent and attorney-in-fact, with each acting singly and with full power of substitution, to:

 

(1)Prepare and sign on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of the Corporation, any Form ID, Form 3, Form 4 or Form 5 (and any amendments thereto) under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, with respect to the Corporation's securities and file the same with the Securities and Exchange Commission; and

 

(2)Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed and dated writing delivered to each of the foregoing attorneys-in-fact or by a new Power of Attorney regarding the purposes outlined herein dated as of a later date.

 

Date:1/23/24  By: /s/ Mark R. DeFazio
    Mark R. DeFazio

 

 

 

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned, Mark R. DeFazio, President, Chief Executive Officer, and Director of Metropolitan Bank Holding Corp. (the "Corporation"), hereby authorizes and designates each of Dixiana M. Berrios, Frederik Erikson, Scott Lublin, Daniel Dougherty, and David Bonnar as the undersigned's agent and attorney-in-fact, with each acting singly and with full power of substitution, to:

 

(1)Prepare and sign on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of the Corporation, any Form ID, Form 3, Form 4 or Form 5 (and any amendments thereto) under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, with respect to the Corporation's securities and file the same with the Securities and Exchange Commission; and

 

(2)Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed and dated writing delivered to each of the foregoing attorneys-in-fact or by a new Power of Attorney regarding the purposes outlined herein dated as of a later date.

 

Date:1/23/24  By: /s/ Mark R. DeFazio
    Mark R. DeFazio

 

 

 

Metropolitan Bank (NYSE:MCB)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024 Click aqui para mais gráficos Metropolitan Bank.
Metropolitan Bank (NYSE:MCB)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024 Click aqui para mais gráficos Metropolitan Bank.