Premier Financial Bancorp Form 4 / Scot A. Kelley 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^*

Kelley Scot A.

(Last)

(First)

(Middle)

C/O PREMIER FINANCIAL BANCORP, INC.

2883 5TH AVENUE

(Street)

HUNTINGTON

25702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PREMIER FINANCIAL BANCORP INC [ PFBI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Credit Adminstration

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

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)
PFBI Common Stock	09/17/2021		D⁽¹⁾		27,644⁽¹⁾	D	⁽¹⁾	0	D

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)
Employee Stock Option (Right to Buy)	$8.5	09/17/2021		D⁽²⁾			2,600⁽²⁾	⁽²⁾	03/18/2030	PFBI Common	2,600	$0⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$15.57	09/17/2021		D⁽³⁾			1,300⁽³⁾	⁽³⁾	03/20/2029	PFBI Common	1,300	$0.00⁽³⁾	0	D

Explanation of Responses:

1. PFBI Common Stock disposed pursuant to merger agreement between issuer and Peoples Bancorp Inc in exchange for 16,033 shares of Peoples common stock having a market value of $30.59 per share on the effective date of the merger.

2. This option, which provided for vesting in three equal annual installments beginning on 03/18/2021, was canceled in the merger in exchange for a cash payment of $23,998 representing the difference between the exercise price of the option and market value of Peoples common stock times the merger agreement exchange ratio of 0.58 shares for each PFBI common share in accordance with the merger agreement.

3. This option, which provided for vesting in three equal annual installments beginning on 03/20/2020, was canceled in the merger in exchange for a cash payment of $2,808, representing the difference between the exercise price of the option and market value of Peoples common stock times the merger agreement exchange ratio of 0.58 shares for each PFBI common share in accordance with the merger agreement.

	/s/ Scot A. Kelley	09/17/2021
	** 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.

Premier Financial Bancorp (PFBI) Form 4PREMIER FINANCIAL BANCORP / Scot A. Kelley ownership change