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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
 
 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  5/13/19
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  1766526
Issuer Name:  Tectonic Financial, Inc.
Issuer Trading Symbol:  TECTP
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1120733
Owner Name:  HOWARD PATRICK J
Reporting Owner Address:
Owner Street 1:  C/O TECTONIC FINANCIAL, INC.
Owner Street 2:  16200 DALLAS PARKWAY, SUITE 190
Owner City:  DALLAS
Owner State:  TX
Owner ZIP Code:  75248
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  President & COO
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Series B Preferred Stock
Transaction Date:
Value:  5/14/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  7,500
Footnote ID:  F1
Transaction Price Per Share:
Value:  10
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  7,500
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Stock Options (right to buy)
Conversion or Exercise Price:
Value:  5.7
Footnote ID:  F6
Transaction Date:
Value:  5/13/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  25,000
Footnote ID:  F2
Footnote ID:  F3
Transaction Price Per Share:
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F4
Expiration Date:
Value:  5/15/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  25,000
Footnote ID:  F3
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  50,000
Footnote ID:  F3
Footnote ID:  F6
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Stock Options (right to buy)
Conversion or Exercise Price:
Value:  5.7
Footnote ID:  F7
Transaction Date:
Value:  5/13/19
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  25,000
Footnote ID:  F2
Footnote ID:  F3
Transaction Price Per Share:
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  5/15/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  25,000
Footnote ID:  F3
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  50,000
Footnote ID:  F3
Footnote ID:  F7
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - F1:  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.
Footnote - F2:  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.
Footnote - F3:  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.
Footnote - F4:  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.
Footnote - F5:  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.
Footnote - F6:  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.
Footnote - F7:  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.
Owner Signature:
Signature Name:  By Ken Bramlage as Attorney-in-Fact for Patrick J. Howard
Signature Date:  5/15/19


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