Sec Form 4 Filing - FRYE PATRICK @ SUMMIT FINANCIAL GROUP, INC. - 2024-05-03

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
FRYE PATRICK
2. Issuer Name and Ticker or Trading Symbol
SUMMIT FINANCIAL GROUP, INC. [ SMMF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP & Chief of Credit Admin
(Last) (First) (Middle)
PO BOX 891
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2024
(Street)
MOOREFIELD, WV26836
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 05/03/2024( 3 ) J 943.5285 ( 2 ) A $ 0 15,608.0685 I By ESOP
Common Stock 05/03/2024 D 15,608.0685 D 0 I By ESOP
Common Stock 05/03/2024 D 19,315 D 0 D
Common Stock 05/03/2024 D 1,500 D 0 I As CUST for Grandchildren
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-Settled Stock Appreciation Rights $ 12.01 05/03/2024 D 3,522.6 04/22/2016( 1 ) 04/23/2025 Common Stock 3,522.6 ( 5 ) 0 D
Stock-Settled Stock Appreciation Rights $ 26.01 05/03/2024 D 5,607 02/09/2018( 1 ) 02/09/2027 Common Stock 5,604 ( 5 ) 0 D
Stock-Settled Stock Appreciation Rights $ 23.94 05/03/2024 D 11,515 02/07/2020( 1 ) 02/07/2029 Common Stock 11,515 ( 5 ) 0 D
Stock-Settled Stock Appreciation Rights $ 21.85 05/03/2024 D 16,677 07/15/2022( 1 ) 07/15/2031 Common Stock 16,677 ( 5 ) 0 D
Stock-Settled Stock Appreciation Rights $ 26.37 05/03/2024 D 16,153 02/09/2024( 1 ) 02/09/2033 Common Stock 16,153 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRYE PATRICK
PO BOX 891
MOOREFIELD, WV26836
Sr. VP & Chief of Credit Admin
Signatures
/s/ Teresa D Ely, Lmtd POA, Attorney-in-Fact 05/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )SAR vests in 5 equal annual installments with the beginning date indicated.
( 2 )Between January 1, 2024 and December 31, 2024, acquired 943.5285 shares of Summit Common Stock under the Summit Financial Group, Inc. Employee Stock Ownership Plan.
( 3 )The information reported herein is based on a plan statement dated 12/31/2023 received in April 2024
( 4 )Disposed of in accordance with the Agreement and Plan of Reorganization, dated as of August 24, 2023 the ("Merger Agreement"), by and between Summit Financial Group, Inc. ("Summit") and Burke & Herbert Financial Services Corp. ("Burke & Herbert") pursuant to which Summit was merged with and into Burke & Herbert effective May 3, 2024 ("the Merger"). At the effective time of the Merger, each issued and outstanding share of Summit common stock was converted into the right to receive 0.5043 shares of Burke &Herbert common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Summit common stock.
( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, each stock appreciation right was converted into a stock appreciation right of Burke & Herbert (each a "Burke & Herbert Replacement SAR"), with adjustments to the number of shares of Burke & Herbert common stock underlying each Burke & Herbert Replacement SAR and the base price of continuing corporation common stock for each Burke & Herbert Replacement SAR adjusted based on the exchange ratio of 0.5043.

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