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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REPUBLIC BANCORP INC /KY/
[ RBCAA ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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EVP & CHIEF HR OFFICER |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/21/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
05/21/2024 |
|
M |
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1,500 |
A |
$32.01
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13,726.62
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D |
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| Class A Common Stock |
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1,782.389
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I |
By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
$32.01
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05/21/2024 |
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M |
|
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1,500 |
03/09/2024 |
03/08/2025 |
Class A Common Stock |
1,500 |
$0
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0 |
D |
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| Employee Stock Option (right to buy) |
$32.01
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03/09/2025 |
03/08/2026 |
Class A Common Stock |
1,500 |
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1,500 |
D |
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| Employee Stock Option (right to buy) |
$49.25
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01/01/2027 |
01/01/2030 |
Class A Common Stock |
2,242 |
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2,242 |
D |
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| Explanation of Responses: |
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/s/ Kevin Sipes, Attorney-in-Fact |
05/23/2024 |
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** 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. |
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Kevin Sipes and John Rippy, as the undersigned’s true and lawful agent and attorney-in-fact, with full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting, to:
(1)
execute for, in the name and on behalf of the undersigned, in the undersigned’s capacity as director of Republic Bancorp, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
(2)
undertake and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4, or 5 or any amendment or amendments thereto, and timely file such form(s) or amendment(s) with the United States Securities and Exchange Commission and, if applicable, any stock exchange or similar authority; and
(3)
take any other action of any nature whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be in the best interest of or legally required of the undersigned.
The undersigned hereby grants to such attorney-in-fact the full power and authority to do and perform any and every act whatsoever which is requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, to the full extent the undersigned might or could do or perform if personally present, with full power of substitution in the premises.
The undersigned hereby acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and that the foregoing attorney-in-fact may refrain from acting under this Power of Attorney in his discretion without liability to the undersigned.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[END OF TEXT]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2024.
/s/Margaret S. Wendler
Signature
Margaret S. Wendler
Print Name
STATE OF KENTUCKY
)
: SS
COUNTY OF JEFFERSON
)
The foregoing instrument was subscribed, sworn to and acknowledged before me this 16th day of February, 2024.
My commission expires: 07/16/2024
/s/ Jennifer M. Stanfield
Notary Public
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Kevin Sipes and John Rippy, as the undersigned’s true and lawful agent and attorney-in-fact, with full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting, to:
(1)
execute for, in the name and on behalf of the undersigned, in the undersigned’s capacity as director of Republic Bancorp, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
(2)
undertake and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4, or 5 or any amendment or amendments thereto, and timely file such form(s) or amendment(s) with the United States Securities and Exchange Commission and, if applicable, any stock exchange or similar authority; and
(3)
take any other action of any nature whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be in the best interest of or legally required of the undersigned.
The undersigned hereby grants to such attorney-in-fact the full power and authority to do and perform any and every act whatsoever which is requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, to the full extent the undersigned might or could do or perform if personally present, with full power of substitution in the premises.
The undersigned hereby acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and that the foregoing attorney-in-fact may refrain from acting under this Power of Attorney in his discretion without liability to the undersigned.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[END OF TEXT]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2024.
/s/Margaret S. Wendler
Signature
Margaret S. Wendler
Print Name
STATE OF KENTUCKY
)
: SS
COUNTY OF JEFFERSON
)
The foregoing instrument was subscribed, sworn to and acknowledged before me this 16th day of February, 2024.
My commission expires: 07/16/2024
/s/ Jennifer M. Stanfield
Notary Public
Republic Bancorp (NASDAQ:RBCAA)
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