Sec Form 4 Filing - EDELCUP NORMAN S @ Professional Holding Corp. - 2020-03-26

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 EDELCUP NORMAN S 2. Issuer Name and Ticker or Trading Symbol Professional Holding Corp. [ PFHD] 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) 396 ALHAMBRA CIRCLE, SUITE 255 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2020 (Street) CORAL GABLES, FL33134 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 Class A Common Stock, par value $0.01 per share 03/26/2020 A 74,526 A 74,526 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 Non-Qualified Stock Options (Right to Buy) $ 9.55 ( 2 ) 03/26/2020 A 10,039 03/26/2020( 3 ) 01/02/2025 Class A Common Stock 10,039 ( 2 ) 10,039 D Non-Qualified Stock Options (Right to Buy) $ 9.77 ( 2 ) 03/26/2020 A 10,039 03/26/2020( 3 ) 01/04/2026 Class A Common Stock 10,039 ( 2 ) 10,039 D Non-Qualified Stock Options (Right to Buy) $ 10.8 ( 2 ) 03/26/2020 A 9,658 03/26/2020( 3 ) 01/03/2027 Class A Common Stock 9,658 ( 2 ) 9,658 D Non-Qualified Stock Options (Right to Buy) $ 10.8 ( 2 ) 03/26/2020 A 5,401 03/26/2020( 3 ) 05/01/2027 Class A Common Stock 5,401 ( 2 ) 5,401 D Non-Qualified Stock Options (Right to Buy) $ 12.04 ( 2 ) 03/26/2020 A 32,797 03/26/2020( 3 ) 02/01/2028 Class A Common Stock 32,797 ( 2 ) 32,797 D Non-Qualified Stock Options (Right to Buy) $ 12.87 ( 2 ) 03/26/2020 A 15,060 03/26/2020( 3 ) 07/19/2028 Class A Common Stock 15,060 ( 2 ) 15,060 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDELCUP NORMAN S 396 ALHAMBRA CIRCLE, SUITE 255 CORAL GABLES, FL33134 X Signatures /s/ Norman S. Edelcup 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and between Professional Holding Corp. (the "Issuer") and Marquis Bancorp, Inc. ("MBI"), MBI was merged into the Issuer on March 26, 2020 (the "Merger"), with the Issuer as the surviving entity, and each share of common stock of MBI held by the reporting person was converted into the right to receive 1.2048 shares (the "Exchange Ratio") of Class A common stock of the Issuer, plus cash in lieu of any fractional shares. The closing price of the Issuer's Class A common stock on the effective date of the Merger was $15.21. ( 2 )At the effective time of the Merger, each option to purchase shares of MBI common stock granted under either the Marquis Bank 2009 Stock Option Plan, as amended, or the Marquis Bancorp, Inc. 2017 Stock Option Plan (each, a "Marquis Option") that remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was converted into an option to acquire shares of the Issuer's Class A common stock, with the number of underlying shares and per share exercise price of each such Marquis Option adjusted to reflect the Exchange Ratio. Each such converted Issuer stock option will continue to be subject to the same terms and conditions as applied to the corresponding Marquis Option prior to the effective time of the Merger, except that any Marquis Option held by a person who, as of immediately prior to the effective time of the Merger, was a non-employee director of MBI became fully vested as of the effective time of the Merger. ( 3 )These options were fully vested and exercisable at the effective time of the Merger.

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