Sec Form 3/A Filing - DODSON CARL E @ John Marshall Bancorp, Inc. - 2022-04-26

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FORM 3/A
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
DODSON CARL E
2. Issuer Name and Ticker or Trading Symbol
John Marshall Bancorp, Inc. [ JMSB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer & CRO
(Last) (First) (Middle)
1943 ISAAC NEWTON SQUARE EAST, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2022
(Street)
RESTON, VA20190
4. If Amendment, Date Original Filed (MM/DD/YY)
04/26/2022
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 44,853 D ( 1 )
Common Stock 59,905 I See footnote( 2 )
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
Stock Options (right to buy)( 3 ) $ 11.77 04/28/2020( 4 ) 04/28/2025 Common Stock 37,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DODSON CARL E
1943 ISAAC NEWTON SQUARE EAST
SUITE 100
RESTON, VA20190
Chief Operating Officer & CRO
Signatures
/s/ Christopher B. Welby, Attorney-in-Fact 05/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 amendment is being filed to correct the original Form 3 filed on April 26, 2022, which inadvertently set forth an incorrect amount of securities beneficially owned as well as an incorrect ownership entity in Table I of the Form 3.
( 2 )Shares owned by The Dodson Living Trust Dated March 24, 2022 over which the reporting person serves as trustee.
( 3 )This Form 3 amendment is being filed to correct the original Form 3 filed on April 26, 2022, which inadvertently set forth an incorrect vesting schedule in the footnote to the derivative securities beneficially owned in Table II. The vesting schedule outlined in footnote 4 of this amended Form 3 is correct. In addition, the number of derivative securities beneficially owned in Table II of the original submission was correct and is included in this amended Form 3.
( 4 )Awards granted on April 28, 2015. The awards vested annually starting on the anniversary of the grant date in the following sequential order: 3,716 shares; 8,497 shares; 8,497 shares; 8,497 shares; and 8,293 shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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