Capital Bancorp Inc.

10/02/2024 | Press release | Distributed by Public on 10/02/2024 12:13

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 *
BRECKHEIMER MICHAEL
2. Issuer Name and Ticker or Trading Symbol
Capital Bancorp Inc [CBNK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
SVP, Head of Windsor Advantage /
(Last) (First) (Middle)
2275 RESEARCH BLVD, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
ROCKVILLE MD 20850
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRECKHEIMER MICHAEL
2275 RESEARCH BLVD, SUITE 600

ROCKVILLE, MD20850

SVP, Head of Windsor Advantage

Signatures

/s/ Michael Breckheimer, by Eric Martin as Attorney in Fact 2024-10-02
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock.
(2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share.
(3) Received in the Merger in exchange for an employee stock option to acquire 1,500 shares of IFHI common stock for $21.60 per share. The stock options vest 100% on October 1, 2024.
(4) Received in the Merger in exchange for an employee stock option to acquire 750 shares of IFHI common stock for $14.18 per share. The stock options vest 100% on October 1, 2024.
(5) Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $23.95 per share. The stock options vest 80% on October 1, 2024 and the remaining 20% on January 1, 2025.
(6) Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026.
(7) Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027.
(8) Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028.
(9) Each Restricted Stock Unit represents the right to receive one share of common stock.
(10) The Restricted Stock Units will vest on 10/2/2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.