Statement of Changes in Beneficial Ownership (4)
04 May 2023 - 6:38AM
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
*
Ritterbusch Todd |
2. Issuer Name and Ticker or Trading Symbol
Triumph Financial, Inc.
[
TFIN
]
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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) President - TBK Bank, SSB |
(Last)
(First)
(Middle)
12700 PARK CENTRAL DRIVE, SUITE 1700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
(Street)
DALLAS, TX 75251 |
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 | 5/1/2023 | | A | | 1463 (1) | A | $0 | 17013 | D | |
Common Stock | 5/1/2023 | | A | | 4611 (2) | A | $0 | 21624 | D | |
Common Stock | 5/1/2023 | | F | | 2650 (3) | D | $51.25 | 18974 (4) | D | |
Depository Shares | | | | | | | | 20000 | 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 |
Employee Stock Options (5) | $51.25 | 5/1/2023 | | A | | 2976 | | (6) | 5/1/2033 | Common Stock | 2976.0 | $0 | 2976 | D | |
Employee Stock Options (5) | $69.44 | | | | | | | (6) | 5/1/2032 | Common Stock | 2187.0 | | 2187 | D | |
Employee Stock Options (5) | $88.63 | | | | | | | (6) | 5/1/2031 | Common Stock | 1442.0 | | 1442 | D | |
Employee Stock Options (5) | $26.25 | | | | | | | (6) | 5/1/2030 | Common Stock | 3907.0 | | 2931 | D | |
Employee Stock Options (5) | $31.0 | | | | | | | (6) | 5/1/2029 | Common Stock | 1890.0 | | 945 | D | |
Explanation of Responses: |
(1) | Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the ratably on each of the first four anniversaries of the grant date. |
(2) | Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units. |
(3) | Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock or restricted stock unit and performance awards. |
(4) | Consists of (i) 16,133 shares beneficially owned by reporting person, and (ii) 2,841 shares of restricted stock of the reporting person subject to future vesting requirements. |
(5) | Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan. |
(6) | Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ritterbusch Todd 12700 PARK CENTRAL DRIVE SUITE 1700 DALLAS, TX 75251 |
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| President - TBK Bank, SSB |
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Signatures
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Adam D. Nelson, Attorney-in-fact | | 5/3/2023 |
**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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