Sec Form 4/A Filing - WOOLFOLK MICHAEL L @ HOPFED BANCORP INC - 2019-07-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4/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
WOOLFOLK MICHAEL L
2. Issuer Name and Ticker or Trading Symbol
HOPFED BANCORP INC [ HFBC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operations Officer
(Last) (First) (Middle)
P.O. BOX 537, C/O HOPFED INC
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2019
(Street)
HOPKINSVILLE, KY42241
4. If Amendment, Date Original Filed (MM/DD/YY)
07/29/2019
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 58,334 ( 1 ) D
Common Stock 07/27/2019( 3 ) J 58,334 D $ 0 ( 2 ) 0 D
Common Stock 07/27/2019( 3 ) J 6,095 D $ 0 ( 2 ) 0 I ESOP
Common Stock 07/27/2019( 3 ) J 171 D $ 0 ( 2 ) 0 I Grandchildren
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WOOLFOLK MICHAEL L
P.O. BOX 537
C/O HOPFED INC
HOPKINSVILLE, KY42241
X Chief Operations Officer
Signatures
/s/ Billy Duvall POA 08/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Previously reported tax withholding of shares associated with the accelerated vesting of prior restricted stock awards was not executed due to an administrative oversight. As of July 26, 2019, the reporting person directly owned 58,334 shares of common stock.
( 2 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 7, 2019, by and between First Financial Corporation ("First Financial") and HopFed Bancorp Inc. ("HopFed"). HopFed merged with and into First Financial, with First Financial continuing as the surviving entity (the "Merger"). At the effective time of the Merger on July 27, 2019 (the "Effective Time"), each share of HopFed common stock issued and outstanding immediately prior to such time was converted into the right to receive either $21 per share in cash or 0.444 shares of First Financial common stock, subject to an election and allocation procedure whereby 50% of such HopFed shares will be exchanged for cash and the balance will be exchanged for First Financial common stock.
( 3 )Line item has been re-reported to correct transaction date.

Remarks:
Exhibit 24.1 - Power of Attorney

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