Sec Form 4/A Filing - Sokolich Mark @ ConnectOne Bancorp, Inc. - 2020-01-02

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/A
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
Sokolich Mark
2. Issuer Name and Ticker or Trading Symbol
ConnectOne Bancorp, Inc. [ CNOB]
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 CONNECTONE BANCORP, INC., 301 SLYVAN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2020
(Street)
ENGLEWOOD CLIFFS, NJ07632
4. If Amendment, Date Original Filed (MM/DD/YY)
01/03/2020
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 01/02/2020 A 67,881 ( 1 ) A 83,131 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sokolich Mark
C/O CONNECTONE BANCORP, INC.
301 SLYVAN AVENUE
EN GLEWOOD CLIFFS, NJ07632
X
Signatures
/s/ Laura Criscione, POA 01/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 63,672 shares of common stock held jointly with Mr. Sokolich's spouse, and 4,209 shares held in an IRA.
( 2 )Received pursuant to the merger agreement between Issuer and Bancorp of New Jersey, Inc. ("BKJ") dated August 15, 2019 (the "Merger Agreement"), pursuant to which BKJ was merged with and into the Issuer on January 2, 2020. At the effective time of the merger, each share of BKJ's common stock converted into the right to receive either (i) $16.25 in cash or (ii) 0.780 of a share of the Issuer's common stock, subject to certain election and proration procedures. Mr. Sokolich elected to receive the Issuer's common stock in exchange for his BKJ shares. On the trading day immediately preceding closing, the closing price of BKJ's common stock was $17.89 per share, and the closing price of Issuer's common stock was $25.72 per share.

Remarks:
On January 3, 2020, Mr. Sokolich filed a Form 4 with respect to acquisition of certain shares of the Issuers common stock in connection with the consummation of the merger agreement between the Issuer and Bancorp of New Jersey, Inc. dated August 15, 2019. In such report it was noted that the number of shares acquired were estimates and based on certain proration and election procedures. This Form 4 reflects the final calculation with respect to the shares acquired.

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.