Form 4: William Penn Bancorporation Director Carmody Reports Disposition of Shares and Options Following Merger with Mid Penn Bancorp

Sentiment:

SEC Form 4


Director Donald Michael Carmody Jr. reports the disposition of William Penn Bancorporation shares and options due to the merger with Mid Penn Bancorp, where William Penn merged into Mid Penn.

Summary

  • Donald Michael Carmody Jr., a director of William Penn Bancorporation (WMPN), filed a Form 4 on May 1, 2025, reporting changes in beneficial ownership of securities.
  • The transactions occurred on April 30, 2025, due to the merger of William Penn Bancorporation with Mid Penn Bancorp, Inc.
  • As a result of the merger, William Penn common stock was converted into the right to receive 0.426 shares of Mid Penn common stock.
  • Carmody disposed of 7,144 shares of common stock directly and disposed of indirectly 8,343 shares by stock award, 9,750 shares by partnership, 1,000 shares by Roth IRA, and 3,034 shares by stock award II.
  • Stock options were also affected, with options to buy 34,760 shares at $11.82 and 9,480 shares at $12.44 being converted into Mid Penn stock options.
  • The stock awards granted vested in five equal annual installments commencing on May 11, 2023 and January 23, 2025.
  • The merger agreement stipulated that William Penn stock options would be assumed and converted into Mid Penn stock options, with adjustments to the number of shares and exercise price based on the exchange ratio.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting the facts of the transaction. It doesn't express positive or negative sentiment, but rather outlines the changes in ownership due to the merger.

Future Outlook

The document primarily reports on the completed merger transaction and its impact on the reporting person's holdings; no specific forward-looking statements are included beyond the mechanics of the merger agreement.

Industry Context

This announcement reflects ongoing consolidation trends within the banking sector, where smaller institutions merge with larger ones to achieve economies of scale and increased market presence. The merger allows Mid Penn Bancorp to expand its footprint and potentially offer a broader range of services.

Stakeholder Impact

  • Shareholders of William Penn Bancorporation received shares of Mid Penn Bancorp as a result of the merger.
  • Holders of William Penn stock options and awards had their holdings converted into equivalent Mid Penn securities.

Key Dates

DateDescription
10/31/2024Date of the Agreement and Plan of Merger between William Penn Bancorporation and Mid Penn Bancorp, Inc.
05/11/2023Commencement date of vesting for some stock options and awards.
01/23/2025Commencement date of vesting for some stock options and awards.
04/30/2025Date of transaction (merger completion) and disposition of securities.
05/01/2025Date of Form 4 filing.

Keywords

Merger, William Penn Bancorporation, Mid Penn Bancorp, Form 4, Director, Stock Options, Stock Awards, Beneficial Ownership

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