Sec Form 4 Filing - ANDREACIO JOHN T @ 1ST CONSTITUTION BANCORP - 2022-01-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ANDREACIO JOHN T
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)
Former CLO & EVP
(Last) (First) (Middle)
C/O 1ST CONSTITUTION BANCORP, 2650 ROUTE 130
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2022
(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 01/06/2022 F 1,961( 1 ) D $ 27.79 21,161 D
Common Stock 01/06/2022 D 21,161 D 0 D
Common Stock 01/06/2022 D 826 D 826 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
(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) Dat e Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) $ 10.24 01/06/2022 D 221 ( 4 ) 01/06/2024 Common Stock 221 $ 15.3147 0 D
Stock option (right to buy) $ 10.1 01/06/2022 D 442 ( 5 ) 01/02/2025 Common Stock 442 $ 15.4547 0 D
Stock option (right to buy) $ 11.98 01/06/2022 D 630 ( 6 ) 01/04/2026 Common Stock 630 $ 13.5747 0 D
Stock option (right to buy) $ 18.65 01/06/2022 D 1,000 ( 7 ) 01/03/2027 Common Stock 1,000 $ 6.9047 0 D
Stock option (right to buy) $ 18.3 01/06/2022 D 1,000 ( 8 ) 01/02/2028 Common Stock 1,000 $ 7.2547 0 D
Stock option (right to buy) $ 19.38 01/06/2022 D 1,500 ( 9 ) 01/04/2029 Common Stock 1,500 $ 6.1747 0 D
Stock option (right to buy) $ 21.92 01/06/2022 D 1,500 ( 10 ) 01/06/2030 Common Stock 1,500 $ 3.6347 0 D
Stock option (right to buy) $ 13.13 01/06/2022 D 1,500 ( 11 ) 03/19/2030 Common Stock 1,500 $ 12.4247 0 D
Stock option (right to buy) $ 15.56 01/06/2022 D 3,000 ( 12 ) 01/04/2031 Common Stock 3,000 $ 9.9947 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDREACIO JOHN T
C/O 1ST CONSTITUTION BANCORP
2650 ROUTE 130
CRANBURY, NJ08512
Former CLO & EVP
Signatures
/s/ Scott Warren Goodman, as Attorney-in-fact for John T. Andreacio 01/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock withheld by 1st Constitution Bancorp ("Issuer") to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock in connection with the merger of Issuer with and into Lakeland Bancorp Inc. ("Lakeland"), pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021, by and between Issuer and Lakeland (the "Merger Agreement").
( 2 )Represents shares of Issuer common stock and restricted stock that converted into and became exchangeable pursuant to the Merger Agreement for the right to receive 1.3577 shares of Lakeland common stock having a market value of $21.73 per share on the effective date of the merger.
( 3 )Information presented as of the close of business on January 6, 2021.
( 4 )This option, which provided for vesting in five equal annual installments beginning January 6, 2014, was canceled in the merger in exchange for a cash payment of $3,384.55, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the volume-weighted average trading price per share of Issuer common stock for the five consecutive trading days ending on the fifth trading day preceding the date and time of the closing of the merger ($25.5547, or the "VWAP") exceeds the exercise price of this option.
( 5 )This option, which provided for vesting in five equal annual installments beginning January 2, 2015, was canceled in the merger in exchange for a cash payment of $6,830.98, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 6 )This option, which provided for vesting in five equal annual installments beginning January 4, 2016, was canceled in the merger in exchange for a cash payment of $8,552.06, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 7 )This option, which provided for vesting in five equal annual installments beginning January 3, 2017, was canceled in the merger in exchange for a cash payment of $6,904.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 8 )This option, which provided for vesting in five equal annual installments beginning January 2, 2018, was canceled in the merger in exchange for a cash payment of $7,254.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 9 )This option, which provided for vesting in five equal annual installments beginning January 4, 2019, was canceled in the merger in exchange for a cash payment of $9,262.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 10 )This option, which provided for vesting in five equal annual installments beginning January 6, 2020, was canceled in the merger in exchange for a cash payment of $5,452.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 11 )This option, which provided for vesting in five equal annual installments beginning March 19, 2020, was canceled in the merger in exchange for a cash payment of $18,637.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.
( 12 )This option, which provided for vesting in five equal annual installments beginning January 4, 2021, was canceled in the merger in exchange for a cash payment of $29,984.10, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option.

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.