David J. Nasca - Apr 30, 2025 Form 4 Insider Report for EVANS BANCORP INC (EVBN)

Role
President & CEO, Director
Signature
/s/ Jessica L. Brosius, Attorney in fact for David J. Nasca
Stock symbol
EVBN
Transactions as of
Apr 30, 2025
Transactions value $
$0
Form type
4
Date filed
5/2/2025, 05:07 PM
Previous filing
Apr 23, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
NASCA DAVID J President & CEO, Director 6460 MAIN STREET, WILLIAMSVILLE /s/ Jessica L. Brosius, Attorney in fact for David J. Nasca 2025-05-02 0001237044

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVBN Common Stock Disposed to Issuer -115K -100% 0 May 2, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVBN Stock Options Disposed to Issuer -2.69K -100% 0 Apr 30, 2025 Common Stock 2.69K $25.00 Direct F2, F3
transaction EVBN Stock Options Disposed to Issuer -1.91K -100% 0 Apr 30, 2025 Common Stock 1.91K $39.50 Direct F2, F4
transaction EVBN Stock Options Disposed to Issuer -4.52K -100% 0 Apr 30, 2025 Common Stock 4.52K $45.20 Direct F2, F4
transaction EVBN Stock Options Disposed to Issuer -3.38K -100% 0 Apr 30, 2025 Common Stock 3.38K $36.12 Direct F2, F3
transaction EVBN Stock Options Disposed to Issuer -6.96K -100% 0 Apr 30, 2025 Common Stock 6.96K $25.51 Direct F3, F5
transaction EVBN Stock Options Disposed to Issuer -3.82K -100% 0 Apr 30, 2025 Common Stock 3.82K $39.06 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David J. Nasca is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2024 (the "Merger Agreement"), between the Issuer and NBT Bancorp, Inc., each issued and outstanding share of Issuer common stock was converted into the right to receive 0.91 shares of NBT Bancorp, Inc. common stock (subject to the payment of cash in lieu of fractional shares).
F2 The options were fully vested and exercisable.
F3 In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($38.59), multiplied by the number of shares subject to such option.
F4 In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), that had a per share exercise price equal to or greater than the per share consideration price ($38.59) was cancelled for no consideration.
F5 Stock options vest at a rate of 20% per year commencing on November 17, 2021.
F6 Stock options vest at a rate of 25% per year commencing on November 16, 2022.