Sec Form 4 Filing - SCARTOZZI STEPHEN P @ MALVERN BANCORP, INC. - 2023-07-17

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
SCARTOZZI STEPHEN P
2. Issuer Name and Ticker or Trading Symbol
MALVERN BANCORP, INC. [ MLVF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MALVERN BANCORP, 42 E. LANCASTER AVE.
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2023
(Street)
PAOLI, PA19301
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 07/17/2023 D 14,718.74 D 0 D
Common Stock 07/17/2023 D 9,262.522 D 0 I By IRA
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 Options $ 16.02 07/17/2023 D 1,000 ( 2 ) 03/31/2026 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 24.2 07/17/2023 D 1,166 ( 2 ) 12/29/2027 Common Stock 1,166 ( 2 ) 0 D
Stock Options $ 21 07/17/2023 D 1,000 ( 2 ) 03/28/2027 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 20.9 07/17/2023 D 1,000 ( 2 ) 02/26/2029 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 20.28 07/17/2023 D 1,000 ( 2 ) 02/26/2030 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 18.69 07/17/2023 D 1,000 ( 2 ) 04/01/2031 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 16.05 07/17/2023 D 1,000 ( 2 ) 05/03/2032 Common Stock 1,000 ( 2 ) 0 D
Stock Options $ 17.86 07/17/2023 D 1,000 ( 2 ) 03/06/2033 Common Stock 1,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCARTOZZI STEPHEN P
C/O MALVERN BANCORP
42 E. LANCASTER AVE.
PAOLI, PA19301
X
Signatures
/s/ Stephen Scartozzi 07/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2022, as amended by the amendments thereto (the "Merger Agreement"), by and among Malvern Bancorp, Inc. (the "Company"), Malvern Bank, National Association, First Bank, and FB Merger Subsidiary LLC. Pursuant to the Merger Agreement each share of Company common stock was converted into .7733 shares of common stock of First Bank and $7.80 in cash.
( 2 )These stock options, which provided for vesting in five equal annual installments beginning on the date of grant, were fully vested and canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (a) the number of shares of Malvern Bancorp Common Stock underlying such stock option multiplied by (b) the excess, if any, of (i) the 0.7733 exchange ratio multiplied by the average closing price of First Bank common stock for the 20 trading days preceding the 10th day prior to the closing date of the merger, plus $7.80 in cash over (ii) the per share exercise price of such option.

Remarks:
This "Exit" Form 4 is being voluntarily filed to report that the Reporting Person is no longer subject to Section 16 reporting.

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).
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