Sec Form 3 Filing - Harrison Lloyd B. III @ DELMAR BANCORP - 2020-05-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Harrison Lloyd B. III
2. Issuer Name and Ticker or Trading Symbol
DELMAR BANCORP [ DBCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O DELMAR BANCORP, 2245 NORTHWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2020
(Street)
SALISBURY, MD21801
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 119,290 ( 1 ) D
Common Stock 34,358 ( 1 ) ( 2 ) I Held in spouse's IRA account
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 Option (right to buy) $ 5.83 ( 7 ) ( 3 ) 12/20/2020 Common Stock 7,730 ( 7 ) D
Stock Option (right to buy) $ 5.83 ( 7 ) ( 4 ) 01/18/2022 Common Stock 6,012 ( 7 ) D
Stock Option (right to buy) $ 5.83 ( 7 ) ( 5 ) 01/16/2023 Common Stock 11,166 ( 7 ) D
Stock Option (right to buy) $ 5.83 ( 7 ) ( 6 ) 02/24/2024 Common Stock 12,884 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harrison Lloyd B. III
C/O DELMAR BANCORP
2245 NORTHWOOD DRIVE
SALISBURY, MD21801
X Chief Executive Officer
Signatures
J. Adam Sothen, as attorney-in-fact 05/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The common stock reported herein is common stock of the Issuer. On November 15, 2019, Virginia Partners Bank ("Partners") was acquired by the Issuer through an exchange of shares in an all-stock transaction (the "Share Exchange"). At the effective time of the Share Exchange, each share of Partners common stock was exchanged for 1.7179 shares of Issuer common stock. The number of shares reflects the Reporting Person's holdings following the Share Exchange.
( 2 )The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.
( 3 )The option became exercisable in three equal installments on December 21, 2011, December 21, 2012, and December 21, 2013.
( 4 )The option became exercisable in three equal installments on January 19, 2013, January 19, 2014, and January 19, 2015.
( 5 )The option became exercisable in three equal installments on January 17, 2014, January 17, 2015, and January 17, 2016.
( 6 )The option became exercisable in three equal installments on February 25, 2015, February 25, 2016, and February 25, 2017.
( 7 )The options reported herein are options to purchase common stock of the Issuer. At the effective time of the Share Exchange, each outstanding option to purchase shares of common stock of Partners was assumed by the Issuer and converted into an option to purchase shares of the Issuer's common stock, and the exercise price for each option was correspondingly adjusted. The number of shares reflects the Reporting Person's holdings following such conversion, and the exercise price reflects the exercise price following such conversion.

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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