Statement of Changes in Beneficial Ownership (4)
08 6월 2023 - 4:09AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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DUMLAO TROY |
2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE FINANCIAL SERVICES CORP
[
EFSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Accounting Officer |
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(Last)
(First)
(Middle)
150 N. MERAMEC |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2023 |
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(Street)
ST LOUIS, MO 63105 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/31/2023 | | J(1) |
V
| 480 | A | $34.53 (2) | 5032 | D | |
| Depository Shares (3) | | | | | | | | 400 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non Qualified Stock Option (Right to Buy) | $43.81 | | | | | | | (4) | 2/25/2031 | Common Stock | 1058 | | 1058 | D | |
| Non Qualified Stock Option (Right to Buy) | $48.34 | | | | | | | (5) | 2/24/2032 | Common Stock | 1266 | | 1266 | D | |
| Non Qualified Stock Option (Right to Buy) | $54.46 | | | | | | | (6) | 2/28/2033 | Common Stock | 1769 | | 1769 | D | |
| Restricted Share Units | (7) | | | | | | | (8) | (8) | Common Stock | 329 | | 329 | D | |
| Restricted Share Units | (7) | | | | | | | (9) | (9) | Common Stock | 488 | | 488 | D | |
| Restricted Share Units | (7) | | | | | | | (10) | (10) | Common Stock | 361 | | 361 | D | |
| Restricted Share Units | (7) | | | | | | | (11) | (11) | Common Stock | 1142 | | 1142 | D | |
| Explanation of Responses: |
| (1) | The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2018 Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of December 1, 2022 through May 31, 2023. This transaction is exempt under Section 16b-3(c). |
| (2) | In accordance with the terms of the ESPP, the reported shares were acquired based on 85% of the closing price of the Issuer's common stock on May 31, 2023. |
| (3) | 1. Each Depositary Share represents a 1/40th interest in a share of the Issuer's 5.00% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock. Depositary Shares were purchased in an underwritten public offering. |
| (4) | The Options vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 25, 2024 |
| (5) | The Options vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 24, 2025. |
| (6) | The option becomes exercisable after a three year period on 2/28/26. |
| (7) | The RSU's were granted pursuant to the Company's 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement. |
| (8) | The RSUs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 25, 2024. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock. |
| (9) | The RSUs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 24, 2025. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock. |
| (10) | The RSU vest 100% in the first quarter of 2026, subject to continued employment by the reporting person. |
| (11) | The RSUs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on April 14, 2026. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
DUMLAO TROY
150 N. MERAMEC
ST LOUIS, MO 63105 |
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| EVP, Chief Accounting Officer |
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Signatures
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| /s/ Troy Dumlao | | 6/7/2023 |
| **Signature of Reporting Person | Date |
| 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 control number. |
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