Sec Form 4 Filing - Johnson Matthew R @ WashingtonFirst Bankshares, Inc. - 2018-01-01

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
Johnson Matthew R
2. Issuer Name and Ticker or Trading Symbol
WashingtonFirst Bankshares, Inc. [ WFBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
11921 FREEDOM DRIVE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2018
(Street)
RESTON, VA20190
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 01/01/2018 D 77,343 D $ 0 ( 1 ) 0 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 $ 20 01/01/2018 D 4,200 ( 2 ) 02/25/2026 Common Stock 4,200 $ 0 ( 2 ) 0 D
Stock Option $ 28.22 01/01/2018 D 4,000 ( 2 ) 02/27/2027 Common Stock 4,000 $ 0 ( 2 ) 0 D
Stock Option $ 15.1619 01/01/2018 D 4,200 ( 2 ) 03/09/2025 Common Stock 4,200 $ 0 ( 2 ) 0 D
Stock Option $ 10.0317 01/01/2018 D 1,653 ( 2 ) 05/20/2023 Common Stock 1,653 $ 0 ( 2 ) 0 D
Stock Option $ 9.8136 01/01/2018 D 14,020 ( 2 ) 06/18/2022 Common Stock 14,020 $ 0 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Matthew R
11921 FREEDOM DRIVE
SUITE 250
RESTON, VA20190
EVP & CFO
Signatures
/s/ Matthew R. Johnson 01/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc. ("Sandy Spring"), WashingtonFirst Bankshares, Inc. ("WashingtonFirst") and Touchdown Acquisition, Inc., a wholly-owned subsidiary of Sandy Spring ("Merger Sub"). Merger Sub merged (the "First-Step Merger") with and into WashingtonFirst, with WashingtonFirst continuing as the surviving entity and immediately thereafter, WashingtonFirst merged with and into Sandy Spring, with Sandy Spring continuing as the surviving entity. At the effective time of the First-Step Merger (the "Effective Time"), each share of WashingtonFirst common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.8713 shares of Sandy Spring common stock.
( 2 )At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc., WashingtonFirst Bankshares, Inc. and Touchdown Acquisition, Inc., all stock options were cancelled and the reporting person received a cash payment equal to $34.42 per share minus the applicable exercise price of such stock option multiplied by each stock option held.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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