Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED 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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAYMOND AMY D

(Last)

(First)

(Middle)

5 BISSELL STREET

(Street)

LAKEVILLE

06039

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SALISBURY BANCORP, INC. [ SAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Chief Retail Lending Offr.

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2023		A		1,409	A	$0.00	7,545⁽¹⁾	D
Common Stock	08/10/2023		F		423	D	$27.45	7,122⁽¹⁾	D
Common Stock	08/10/2023		A		900	A	$0.00	8,022⁽²⁾	D
Common Stock	08/10/2023		F		270	D	$27.45	7,752⁽²⁾	D
Common Stock	08/11/2023		D		7,752	D	⁽³⁾	0	D
Common Stock	08/11/2023		D		2,728	D	⁽³⁾	0	I	By ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Award of performance-based restricted stock units (PBRSUs) pursuant to the Issuer's 2017 Long Term Incentive Plan. 1,000 units were granted on 6/23/21 and 1,000 units were granted on 2/28/22, subject to three-year cliff vesting and the satisfaction of certain performance criteria. A pro-rata portion of the shares (871 and 538 respectively) vested on 8/10/2023, subject to accelerated vesting upon certain change in control events.

2. Award of restricted stock pursuant to the Issuer's 2017 Long Term Incentive Plan. 500 shares were granted on 5/19/21 and 400 shares were granted on 2/28/22, subject to three-year cliff vesting. The shares vested on 8/10/2023, subject to accelerated vesting upon certain change in control events.

3. Each share of Issuer common stock was converted into and became exchangeable for the right to receive 0.7450 shares of NBT Bancorp Inc. ("Buyer") common stock.

Remarks:

This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving in the role as the Company's executive officer, effective as of August 11, 2023, and therefore is no longer subject to Section 16 reporting for Salisbury.

	/s/ Amy D. Raymond	08/14/2023
	** 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).
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