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Sec Form 4 Filing - ANDREACIO JOHN T @ 1ST CONSTITUTION BANCORP - 2020-03-19

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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).
Washington, D.C. 20549
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
OMB Number: 3235-0287
Expires: November 30, 2011
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1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Lending Officer and EVP
3. Date of Earliest Transaction (MM/DD/YY)
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
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 03/19/2020 A 598 ( 1 ) A $ 0 22,819 ( 2 ) D
Common Stock 03/19/2020 D 598 ( 1 ) D $ 22.31 22,221 D
Common Stock 802 I By 401(k) ( 3 )
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
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 option (right to buy) $ 13.13 03/19/2020 A 1,500 ( 4 ) 03/19/2020 Common Stock 1,500 $ 0 1,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
2650 ROUTE 130
Chief Lending Officer and EVP
/s/ Ellen S. Knarr, attorney-in-fact for John T. Andreacio 03/23/2020
** Signature of Reporting Person Date
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 1,300 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.
( 3 )Information presented as of the close of business on March 20, 2020.
( 4 )Grant of 1,500 stock options, 20% of which became exercisable on the date of grant. The remaining options become exercisable in equal annual installments on March 19, 2021, March 19, 2022, March 19, 2023 and March 19, 2024.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.