SEC FORM 4 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).
1. Name and Address of Reporting Person*
Sirman Lori

(Last) (First) (Middle)
500 SOUTH SERVICE ROAD EAST

(Street)
RUSTON LA 71270

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Origin Bancorp, Inc. [ OBNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2022
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)
Code V Amount (A) or (D) Price
Common Stock 08/01/2022 A(1) 54,932 A (1) 54,932 D
Common Stock 08/01/2022 A(2) 8,829 A (2) 8,829 I By IRA
Common Stock 08/01/2022 A(3) 19,893 A (3) 19,893 I By KSOP
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)(4) $15.11 08/01/2022 A 23,173 (4) 01/22/2023 Common Stock 23,173 $0 23,173 D
Stock Options (Right to Buy)(4) $15.11 08/01/2022 A 1,324 (4) 12/16/2023 Common Stock 1,324 $0 1,324 D
Stock Options (Right to Buy)(4) $19.64 08/01/2022 A 2,751 (4) 12/15/2024 Common Stock 2,751 $0 2,751 D
Stock Options (Right to Buy)(4) $19.64 08/01/2022 A 5,674 (4) 12/21/2025 Common Stock 5,674 $0 5,674 D
Stock Options (Right to Buy)(4) $22.28 08/01/2022 A 6,621 (4) 06/20/2026 Common Stock 6,621 $0 6,621 D
Stock Options (Right to Buy)(4) $23.64 08/01/2022 A 4,568 (4) 12/19/2026 Common Stock 4,568 $0 4,568 D
Stock Options (Right to Buy)(4) $31.72 08/01/2022 A 18,538 (4) 12/18/2027 Common Stock 18,538 $0 18,538 D
Stock Options (Right to Buy)(4) $37.01 08/01/2022 A 16,552 (4) 12/18/2028 Common Stock 16,552 $0 16,552 D
Stock Options (Right to Buy)(4) $37.76 08/01/2022 A 23,173 (4) 12/16/2029 Common Stock 23,173 $0 23,173 D
Stock Options (Right to Buy)(4) $33.23 08/01/2022 A 23,173 (4) 02/16/2031 Common Stock 23,173 $0 23,173 D
Explanation of Responses:
1. Acquired in exchange for 82,973 shares of BT Holdings, Inc. ("BTH") in connection with the merger of BTH with and into the issuer (the "Merger"). Pursuant to the Agreement and Plan of Merger by and between the issuer and BTH (the "Merger Agreement"), at the effective time of the Merger each share of BTH common stock was converted into the right to receive approximately 0.6621 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $43.07 per share.
2. Acquired in exchange for 13,336 shares of BT Holdings, Inc. ("BTH") in connection with the merger of BTH with and into the issuer (the "Merger"). Pursuant to the Agreement and Plan of Merger by and between the issuer and BTH (the "Merger Agreement"), at the effective time of the Merger each share of BTH common stock was converted into the right to receive approximately 0.6621 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $43.07 per share.
3. Acquired in exchange for 30,048 shares of BT Holdings, Inc. ("BTH") in connection with the merger of BTH with and into the issuer (the "Merger"). Pursuant to the Agreement and Plan of Merger by and between the issuer and BTH (the "Merger Agreement"), at the effective time of the Merger each share of BTH common stock was converted into the right to receive approximately 0.6621 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $43.07 per share.
4. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of BTH common stock became fully vested and automatically converted into an option to purchase shares of issuer common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of issuer common stock is subject to the same terms and conditions (excluding vesting but including exercisability terms) as the corresponding option to purchase shares of BTH common stock immediately prior to the effective time of the Merger.
Remarks:
/s/ Drake Mills, as Attorney-in-Fact 08/03/2022
** 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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