Sec Form 4 Filing - Iafigliola Carlos @ Amerant Bancorp Inc. - 2022-02-16

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
Iafigliola Carlos
2. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
220 ALHAMBRA CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2022
(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 02/16/2022 M 2,284 A $ 0( 1 ) 8,175( 2 ) D
Class A Common Stock 02/16/2022 F 899( 3 ) D $ 33.98 7,276 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
Restricted Stock Units LTI 2021( 4 ) $ 0( 1 ) 02/16/2022 M 2,284 ( 5 ) ( 5 ) Class A Common Stock 2,284 $ 0 4,570 D
Performance Based Restricted Stock Units LTI 2021 $ 0( 6 ) ( 7 ) ( 7 ) Class A Common Stock 10,281 10,281 D
Restricted Stock Units LTI 2022 $ 0( 1 ) 02/16/2022 A 3,750 ( 8 ) ( 8 ) Class A Common Stock 3,750 $ 0 3,750 D
Performance Based Restricted Stock Units LTI 2022 $ 0( 6 ) 02/16/2022 A 5,625 ( 9 ) ( 9 ) Class A Common Stock 5,625 $ 0 5,625 D
Restricted Stock Units $ 0( 1 ) 02/16/2022 A 3,000 ( 10 ) ( 10 ) Class A Common Stock 3,000 $ 0 3,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Iafigliola Carlos
220 ALHAMBRA CIRCLE
CORAL GABLES, FL33134
See remarks
Signatures
/s/ Julio V. Pena, as Attorney-in-Fact for Carlos Iafigliola 02/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit is the economic equivalent of one share of Class A Common Stock.
( 2 )As set forth in footnote 4 below more fully, the reporting person had previously reported 6,854 restricted stock units in Table 1 of Form 4. The total reported in column 5 has been adjusted to subtract 4,570 restricted stock units that have not yet vested and are now being reported in Table II of Form 4.
( 3 )This number reflects an aggregate of 899 shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of 2,284 restricted stock units.
( 4 )On February 16, 2021 the reporting person was awarded 6,854 restricted stock units under the 2021-2023 Long Term Incentive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. The 6,854 restricted stock units were originally reported by the reporting person in Table I of Form 4. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Iafigliola remains in the continuous service of the Company or a subsidiary through each such date.
( 5 )On February 16, 2021, the reporting person was granted 6,854 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.
( 6 )Each Performance Based Restricted Stock Unit is the economic equivalent of one share of Class A Common Stock.
( 7 )Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance-based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Compensation Committee for a 3-year period beginning January 1, 2021, and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units. The number of performance-based restricted stock units reported reflect the maximum number of performance-based restricted stock units Mr. Iafigliola may earn at the end of the performance period.
( 8 )On February 16, 2022 the reporting person was awarded 3,750 restricted stock units under the 2022-2024 Long Term Incentive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Iafigliola remains in the continuous service of the Company or a subsidiary through each such date.
( 9 )Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance-based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Compensation Committee for a 3-year period beginning January 1, 2022, and ending on December 31, 2024, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units. The number of performance-based restricted stock units reported reflect the maximum number of performance-based restricted stock units Mr. Iafigliola may earn at the end of the performance period.
( 10 )On February 16, 2022 the reporting person was awarded 3,000 restricted stock units as a one-time special recognition and retention award. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Iafigliola remains in the continuous service of the Company or a subsidiary through each such date.

Remarks:
Executive Vice-President and Chief Financial Officer

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