SEC FORM 4 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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1. Name and Address of Reporting Person*
MCCONNELL MARC H

(Last) (First) (Middle)
2275 RESEARCH BLVD, SUITE 600

(Street)
ROCKVILLE MD 20850

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Capital Bancorp Inc [ CBNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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 10/01/2024 A 11,819(1) A (2) 11,819 D
Common Stock 10/01/2024 A 156,926(1) A (2) 156,926 I By McConnell Legacy Investments, LLC
Common Stock 10/01/2024 A 3,345(1) A (2) 3,345 I By Marc H McConnell IRA
Common Stock 10/01/2024 A 44,823(1) A (2) 44,823 I By Marc H McConnell Revocable Trust
Common Stock 10/01/2024 A 557(1) A (2) 557 I By son
Common Stock 10/01/2024 A 557(1) A (2) 557 I By daughter
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
Stock Options $14.82 10/01/2024 A 323(3) (3) 01/28/2031 Common Stock 323 $0 323 D
Stock Options $19.18 10/01/2024 A 1,615(4) (4) 01/27/2032 Common Stock 1,615 $0 1,615 D
Stock Options $16.09 10/01/2024 A 3,231(5) (5) 09/20/2033 Common Stock 3,231 $0 3,231 D
Stock Options $17.95 10/01/2024 A 4,039(6) (6) 01/24/2034 Common Stock 4,039 $0 4,039 D
Explanation of Responses:
1. Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock.
2. On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share.
3. Received in the Merger in exchange for an employee stock option to acquire 200 shares of IFHI common stock for $23.95 per share. The stock options vest 100% on January 1, 2025.
4. Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.
5. Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.
6. Received in the Merger in exchange for an employee stock option to acquire 2,500 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.
Remarks:
/s/ Marc McConnell, by Eric Martin as Attorney in Fact 10/02/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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