Sec Form 4 Filing - Gilhooly Stephen J @ 1ST CONSTITUTION BANCORP - 2020-03-19

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
Gilhooly Stephen J
2. Issuer Name and Ticker or Trading Symbol
1ST CONSTITUTION BANCORP [ FCCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CFO and Treasurer
(Last) (First) (Middle)
C/O 1ST CONSTITUTION BANCORP, 2650 ROUTE 130
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2020
(Street)
CRANBURY, NJ08512
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 03/19/2020 A 460 ( 1 ) A $ 0 11,035 ( 2 ) D
Common Stock 03/19/2020 D 460 ( 1 ) D $ 22.31 10,575 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
Stock option (right to buy) $ 13.13 03/19/2020 A 1,000 ( 3 ) 03/19/2030 Common Stock 1,000 $ 0 1,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gilhooly Stephen J
C/O 1ST CONSTITUTION BANCORP
2650 ROUTE 130
CRANBURY, NJ08512
SVP, CFO and Treasurer
Signatures
/s/ Stephen J. Gilhooly 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 1,000 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 )Grant of 1,000 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).

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