Gary John Fernandes - 01 Apr 2025 Form 4 Insider Report for SANDY SPRING BANCORP INC (SASR)

Role
EVP, Chief Human Resources Off
Signature
/s/ Janet VA Replogle, attorney-in-fact for Mr. Fernandes
Issuer symbol
SASR
Transactions as of
01 Apr 2025
Transactions value $
$0
Form type
4
Filing time
03 Apr 2025, 12:13:08 UTC
Previous filing
14 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SASR Common Stock Disposed to Issuer -7,798 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -203 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -1,955 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -1,432 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -1,890 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -2,214 -100% 0 01 Apr 2025 Direct F1
transaction SASR Common Stock Disposed to Issuer -488 -100% 0 01 Apr 2025 Direct F2
transaction SASR Common Stock Disposed to Issuer -1,718 -100% 0 01 Apr 2025 Direct F2
transaction SASR Common Stock Disposed to Issuer -3,205 -100% 0 01 Apr 2025 Direct F2
transaction SASR Common Stock Award +2,579 2,579 01 Apr 2025 Direct F3
transaction SASR Common Stock Disposed to Issuer -2,579 -100% 0 01 Apr 2025 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary John Fernandes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 21, 2024, by and between Sandy Spring Bancorp, Inc. ("Sandy Spring") and Atlantic Union Bankshares Corporation ("AUB") (the "Merger Agreement"), including in respect of shares underlying, as applicable, SASR RSA Awards as defined in the Merger Agreement. Sandy Spring merged with and into AUB, with AUB continuing as the surviving entity. At the Effective Time of the merger (as defined in the Merger Agreement), each share of Sandy Spring common stock issued and outstanding immediately prior to such time, and each share of Sandy Spring common stock underlying the reporting person's SASR RSA Awards, was converted into the right to receive 0.900 shares of AUB common stock, and, if applicable, cash in lieu of fractional shares. On March 31, 2025, the closing price of Sandy Spring's common stock was $27.95 per share and the closing price of AUB's common stock was $31.14 per share.
F2 At the Effective Time of the merger (as defined in the Merger Agreement), pursuant to the terms of the Merger Agreement, each Sandy Spring Restricted Stock Unit was converted into a time-based restricted stock unit denominated in shares of AUB common stock based on the Exchange Ratio (rounded down to the nearest whole share) and remained subject to the same terms and conditions as applied immediately prior to the Effective Time.
F3 Represents performance-based restricted stock units ("PSUs") which had not been previously reported that converted into time-vesting AUB restricted stock units pursuant to the terms of the Merger Agreement. The PSUs were originally granted on March 12, 2025 under the Sandy Spring Bancorp, Inc. 2024 Equity Plan.