Sec Form 4 Filing - FERNANDEZ JOSE RAFAEL @ OFG BANCORP - 2024-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FERNANDEZ JOSE RAFAEL
2. Issuer Name and Ticker or Trading Symbol
OFG BANCORP [ OFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Vice Chairperson BOD
(Last) (First) (Middle)
PO BOX 195115
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2024
(Street)
SAN JUAN PUERTO RICO, PR00919-5115
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/26/2024 M 9,617 A 408,225.688 D
Common Stock 02/26/2024 M 6,750 A 414,975.688 D
Common Stock 02/26/2024 M 6,783 A 421,758.688 D
Common Stock ( 2 ) 02/26/2024 F 2,631 D $ 35.55 419,127.688 D
Common Stock ( 2 ) 02/26/2024 F 1,847 D $ 35.48 417,280.688 D
Common Stock ( 2 ) 02/26/2024 F 1,856 D $ 35.71 415,424.688 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Units ( 3 ) ( 4 ) 02/26/2024 M 9,617 ( 1 ) ( 1 ) Common Stock 9,617 ( 1 ) 74,292.17 D
Restricted Units ( 5 ) ( 4 ) 02/26/2024 M 6,750 ( 1 ) ( 1 ) Common Stock 6,750 ( 1 ) 67,542.17 D
Restricted Units ( 6 ) ( 4 ) 02/26/2024 M 6,783 ( 1 ) ( 1 ) Common Stock 6,783 ( 1 ) 60,759.17 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FERNANDEZ JOSE RAFAEL
PO BOX 195115
SAN JUAN PUERTO RICO, PR00919-5115
X CEO & Vice Chairperson BOD
Signatures
/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL 02/28/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable.
( 2 )Represents shares of Common Stock withheld against Restricted Units for payment of applicable taxes.
( 3 )Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan (the "Plan"). They represent 34% of a grant of Restricted Units ("RUs") of February 17, 2021.
( 4 )The Restricted Units convert to Common Stock on a one-for-one basis.
( 5 )Awarded pursuant to the Plan. They represent 33% of a grant of Restricted Units ("RUs") of February 22, 2022.
( 6 )Awarded pursuant to the Plan. They represent 33% of a grant of Restricted Units ("RUs") of February 21, 2023.

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).

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