1ST Constitution Bancorp Form 4 / NAQI A NAQVI ownership change

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NAQVI NAQI A

(Last)

(First)

(Middle)

C/O 1ST CONSTITUTION BANCORP

2650 ROUTE 130

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
1ST CONSTITUTION BANCORP [ FCCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former Senior VP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/06/2022		F		1,371⁽¹⁾	D	$27.79	5,111	D
Common Stock	01/06/2022		D		5,111	D	⁽²⁾	0	D
Common Stock	01/06/2022		D		1,241	D	⁽²⁾	0	I	By 401(k)⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$19.38	01/06/2022		D			200	⁽⁴⁾	01/04/2029	Common Stock	200	$6.1747	0	D
Stock option (right to buy)	$21.92	01/06/2022		D			480	⁽⁵⁾	01/06/2030	Common Stock	480	$3.6347	0	D
Stock option (right to buy)	$13.13	01/06/2022		D			480	⁽⁶⁾	03/19/2030	Common Stock	480	$12.4247	0	D
Stock option (right to buy)	$15.56	01/06/2022		D			800	⁽⁷⁾	01/04/2031	Common Stock	800	$9.9947	0	D

Explanation of Responses:

1. Represents shares of common stock withheld by 1st Constitution Bancorp ("Issuer") to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock in connection with the merger of Issuer with and into Lakeland Bancorp Inc. ("Lakeland"), pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021, by and between Issuer and Lakeland (the "Merger Agreement").

2. Represents shares of Issuer common stock and restricted stock that converted into and became exchangeable pursuant to the Merger Agreement for the right to receive 1.3577 shares of Lakeland common stock having a market value of $21.73 per share on the effective date of the merger.

3. Information presented as of the close of business on January 6, 2021.

4. This option, which provided for vesting in five equal annual installments beginning January 4, 2019, was canceled in the merger in exchange for a cash payment of $1,234.94, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the volume-weighted average trading price per share of Issuer common stock for the five consecutive trading days ending on the fifth trading day preceding the date and time of the closing of the merger ($25.5547, or the "VWAP") exceeds the exercise price of this option.

5. This option, which provided for vesting in five equal annual installments beginning January 6, 2020, was canceled in the merger in exchange for a cash payment of $1,744.66, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.

6. This option, which provided for vesting in five equal annual installments beginning March 19, 2020, was canceled in the merger in exchange for a cash payment of $5,963.86, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.

7. This option, which provided for vesting in five equal annual installments beginning January 4, 2021, was canceled in the merger in exchange for a cash payment of $7,995.76, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.

Remarks:

	/s/ Scott Warren Goodman, Attorney-in-fact	01/10/2022
	** 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.

1ST Constitution Bancorp (FCCY) Form 41ST CONSTITUTION BANCORP / NAQI A NAQVI ownership change