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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/27/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 903419 |
| Issuer Name: ALERUS FINANCIAL CORP |
| Issuer Trading Symbol: ALRS |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1786851 |
| | Owner Name: Taylor Karin M |
| Reporting Owner Address: |
| | Owner Street 1: 401 DEMERS AVENUE |
| | Owner Street 2: |
| | Owner City: GRAND FORKS |
| | Owner State: ND |
| | Owner ZIP Code: 58201 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP and Chief Risk Officer |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/27/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,648 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 24,811 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/27/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 951 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Value: 21.84 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 23,860 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,251.2500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By the Alerus Financial Corporation Employee Stock Ownership Plan |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/27/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,648 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,648 |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/27/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 6,923 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 6,923 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,923 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: On February 17, 2021, Ms. Taylor was granted 1,765 performance-based restricted stock units, vesting no later than March 15, 2024, so long as Alerus Financial Corporation meets certain cumulative net income goals.The payout could be increased to 150% and the performance-based restricted stock units vested of target or reduced to 0% based on achievement of the applicable metrics. The Alerus Financial Corporation Compensation Committee certified the payout at 150% on February 27, 2024. |
| Footnote - F2: Restricted stock units convert into common stock on a one-for-one basis. |
| Footnote - F3: Includes 6,024 shares of restricted stock. |
| Footnote - F4: Shares withheld upon vesting of restricted stock units for payment of tax liability. |
| Footnote - F5: Includes 2,769 restricted stock units that have time-based vesting components. Includes 4,154 restricted stock units that have performance-based vesting components. |
| Footnote - F6: The time-based restricted stock units vest on February 27, 2027. The performance-based restricted stock units vest no later than March 15, 2027, so long as Alerus Financial Corporation meets certain cumulative EPS and ROE goals. The payout for performance-based restricted stock units could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics. |
| Owner Signature: |
| Signature Name: /s/ Nicholas Brenckman, by power of attorney |
| Signature Date: 2/29/24 |
