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*
MANGANO ROBERT F

(Last) (First) (Middle)
C/O 1ST CONSTITUTION BANCORP
2650 ROUTE 130

(Street)
CRANBURY NJ 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2020
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 03/19/2020 A 3,680(1) A $0 546,935(2) D
Common Stock 03/19/2020 D 3,680(1) D $22.31 543,255 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Performance-based restricted stock units ("RSUs") granted on January 4, 2019 as to which the performance conditions to vesting have been satisfied and which were settled in cash. These RSUs vest in three equal installments subject to the satisfaction of certain performance criteria for each of the fiscal years ending 2019, 2020 and 2021. On March 19, 2020, the Compensation Committee confirmed the achievement of the applicable performance metrics for the performance period commencing on January 1, 2019 and ending on December 31, 2019. In accordance with the terms of the award agreement, the cash amount paid in settlement of the earned RSUs was determined using the closing price of the stock on the first trading day following the January 4, 2020 valuation date.
2. The Form 4 filed by the Reporting Person on January 8, 2019 erroneously reported the grant of an award of performance-based restricted stock of 8,000 shares at target, which was in fact a grant of performance-based RSUs (described in footnote (1) above) not subject to reporting under Section 16(a). The Reporting Person's direct holdings as reported in this Form 4 reflect the removal of this award.
Remarks:
/s/ Robert F. Mangano 03/23/2020
** 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.
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