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Howard Patrick J – ‘4’ for 5/13/19 re: Tectonic Financial, Inc.

On:  Wednesday, 5/15/19, at 7:47pm ET   ·   For:  5/13/19   ·   Accession #:  1766526-19-17   ·   File #:  1-38910

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/15/19  Howard Patrick J                  4                      1:11K  Tectonic Financial, Inc.          Tectonic Financial, Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- primary_doc.xml/3.6                  




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOWARD PATRICK J

(Last)(First)(Middle)
C/O TECTONIC FINANCIAL, INC.
16200 DALLAS PARKWAY, SUITE 190

(Street)
DALLASTX75248

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Tectonic Financial, Inc. [ TECTP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
XOfficer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
5/13/19
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Series B Preferred Stock 5/14/19 P 7,500 (1)A$107,500D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)$5.7 (6) 5/13/19 A 25,000 (2) (3) (4) 5/15/27Common Stock25,000 (3) (2)50,000 (3) (6)D
Stock Options (right to buy)$5.7 (7) 5/13/19 A 25,000 (2) (3) (5) 5/15/27Common Stock25,000 (3) (2)50,000 (3) (7)D
Explanation of Responses:
(1)  Represents shares purchased through a directed share program in connection with the initial public offering of the Issuer's 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (the "Series B preferred stock"), which closed on May 14, 2019. These shares of Series B preferred stock were purchased at the public offering price of $10.00 per share.
(2)  Received in exchange for options to purchase 50,000 common units of Tectonic Holdings, LLC ("Tectonic Holdings") in connection with the merger of Tectonic Holdings with and into the Issuer, with the Issuer continuing as the surviving company (the "Merger"). At the effective time of the Merger, each option to purchase one common unit of Tectonic Holdings was converted into an option to purchase one share of the Issuer's common stock.
(3)  Immediately following, and in connection with, the Merger, the Issuer effected a 1-for-2 reverse stock split of the outstanding shares of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
(4)  These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2020.
(5)  These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2021.
(6)  Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("3yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("3yr Tectonic Financial Options"), all such 3yr Tectonic Holdings Options and 3yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 3yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 3yr Tectonic Holdings Options and the 3yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 3yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.
(7)  Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("4yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("4yr Tectonic Financial Options"), all such 4yr Tectonic Holdings Options and 4yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 4yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 4yr Tectonic Holdings Options and the 4yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 4yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.
By Ken Bramlage as Attorney-in-Fact for Patrick J. Howard 5/15/19
** Signature of Reporting PersonDate
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.
____________
Transaction Codes:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).
    P    Open market or private purchase of non-derivative or derivative security.

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Filing Submission 0001766526-19-000017   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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