Sec Form 4 Filing - Marquez Antonio F @ EAGLE BANCORP INC - 2021-05-18

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 Marquez Antonio F 2. Issuer Name and Ticker or Trading Symbol EAGLE BANCORP INC [ EGBN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. EVP (Last) (First) (Middle) 6205 MAZWOOD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2021 (Street) ROCKVILLE, MD20852 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 05/18/2021 S 2,000 D $ 55.3751 ( 1 ) 34,130 ( 2 ) D Common Stock 05/18/2021 G( 3 ) 250 D $ 0 33,880 D Common Stock 05/18/2021 G( 3 ) 250 A $ 0 1,250 I Alexander Troy Marquez Irrevocable Trust Common Stock 05/18/2021 G( 4 ) 250 D $ 0 33,630 D Common Stock 05/18/2021 G( 4 ) 250 A $ 0 1,250 I Nicole Charlotte Marquez Irrevocable Trust Common Stock 05/19/2021 G( 5 ) 300 D $ 0 33,330 D Common Stock 05/19/2021 G( 5 ) 150 D $ 0 33,180 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marquez Antonio F 6205 MAZWOOD ROAD ROCKVILLE, MD20852 Sr. EVP Signatures Antonio F. Marquez 05/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.3501 to $55.4 per share. The Reporting Person undertakes to provide to Eagle Bancorp, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )This amount excludes 2,000 shares of the Company's Common Stock, par value $0.01 ("Common Stock") that are held by the Alexander Troy Marquez Irrevocable Trust (1,000 shares) and the Nicole Charlotte Marquez Irrevocable Trust (1,000 shares), which, due to an administrative error, were inadvertently reported as being held by the Reporting Person on the Form 4 filed by the Reporting Person on February 18, 2021. ( 3 )Represents a bona fide gift by the Reporting Person to the Alexander Troy Marquez Irrevocable Trust of shares of the Company's Common Stock. Reporting Person and his spouse are trustees of the Alexander Troy Marquez Irrevocable Trust with the power to vote (or direct the vote) and dispose (or direct the disposition) of all such securities. ( 4 )Represents a bona fide gift by the Reporting Person to the Nicole Charlotte Marquez Irrevocable Trust of shares of the Company's Common Stock. Reporting Person and his spouse are trustees of the Nicole Charlotte Marquez Irrevocable Trust with the power to vote (or direct the vote) and dispose (or direct the disposition) of all such securities. ( 5 )Represents a charitable donation by the Reporting Person of shares of the Company's Common Stock.

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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