Statement of Changes in Beneficial Ownership (4)
01 6월 2023 - 6:23AM
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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Brown Lance |
2. Issuer Name and Ticker or Trading Symbol
Harbor Custom Development, Inc.
[
HCDI
]
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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) Chief Financial Officer |
(Last)
(First)
(Middle)
1201 PACIFIC AVENUE, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2023 |
(Street)
TACOMA,, WA 98402 |
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, no par value | 5/26/2023 | | M | | 583 | A | (1) | 3559 | D | |
Common Stock, no par value | 5/26/2023 | | F | | 206 | D | $3.96 (2) | 3353 | 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 |
Restricted Stock Units | (1) | 5/26/2023 | | M | | | 583 | (3) | (3) | Common Stock, no par value | 583.0 | (1) | 3667 (4) | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date. |
(2) | Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person for the previously granted common stock pursuant to the Issuer's 2020 Restricted Stock Plan on May 26, 2022. |
(3) | On November 8, 2021, Mr. Brown was granted 5,000 shares of common stock pursuant to the 2020 Restricted Stock Plan, 1/3 of which vested on November 8, 2022, and the remaining vest in eight equal installments every three months thereafter until November 8, 2024, contingent on Mr. Brown's continued employment through each applicable vesting date. On May 26, 2022, Mr. Brown was granted 1,750 shares of common stock pursuant to the 2020 Restricted Stock Plan, whereby 1/3 of the shares of common stock vest on each anniversary until May 26, 2025, contingent on Mr. Brown's continued employment through each applicable vesting date. |
(4) | Represents the total number of unvested common stock granted to Mr. Brown pursuant to the 2020 Restricted Stock Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brown Lance 1201 PACIFIC AVENUE, SUITE 1200 TACOMA,, WA 98402 |
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| Chief Financial Officer |
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Signatures
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/s/ Lance Brown | | 5/31/2023 |
**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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