New York
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13-4042724
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Mr. Mark R. DeFazio
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Gary A. Lax, Esquire
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President and Chief Executive Officer
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Luse Gorman, PC
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Metropolitan Bank Holding Corp.
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5335 Wisconsin Ave., N.W., Suite 780
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99 Park Avenue
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Washington, DC 20015-2035
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75 West 125th Street
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(202) 274-2000
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New York, New York 10016
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(212) 659-0600
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☒
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Title of
Securities
to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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808,382
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$37.34(2)
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$30,184,984
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$3,659 |
(1) |
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the
Metropolitan Bank Holding Corp. 2019 Equity Incentive Plan (the “2019 Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Metropolitan Bank Holding Corp. (the “Company”)
pursuant to 17 C.F.R. Section 230.416(a).
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(2) |
Determined pursuant to 17 C.F.R. Section 230.457(c).
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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*
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5
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Attached as Exhibit 5
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10.1
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**
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10.2
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Attached as Exhibit 10.2
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10.3
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Attached as Exhibit 10.3
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10.4
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Attached as Exhibit 10.4
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10.5
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Attached as Exhibit 10.5
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10.6
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Attached as Exhibit 10.6
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23.1
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Contained in Exhibit 5
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23.2
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Attached as Exhibit 23.2
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24
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Contained on Signature Page
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* |
Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 (File No. 333-220805) filed by the Company under the Securities Act of
1933, with the Commission on October 4, 2017, and all amendments or reports filed for the purpose of updating such description.
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** |
Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders (File No. 001-38282), filed by
the Company on April 17, 2019.
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METROPOLITAN BANK HOLDING CORP.
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By:
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/s/ Mark R. DeFazio
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Mark R. DeFazio
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/ Mark R. DeFazio
Mark R. DeFazio
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President, Chief Executive Officer and Director (Principal Executive Officer)
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August 26, 2019
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/s/ Anthony J. Fabiano
Anthony J. Fabiano
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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August 26, 2019
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/s/ Dale C. Fredston
Dale C. Fredston
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Director
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August 26, 2019
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/s/ David M. Gavrin
David M. Gavrin
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Director
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August 26, 2019
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/s/ David J. Gold
David J. Gold
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Director
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August 26, 2019
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/s/ Harvey M. Gutman
Harvey M. Gutman
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Director
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August 26, 2019
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/s/ Terence J. Mitchell
Terence J. Mitchell
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Director
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August 26, 2019
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/s/ Robert C. Patent
Robert C. Patent
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Director
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August 26, 2019
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/s/ Maria F. Ramirez
Maria F. Ramirez
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Director
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August 26, 2019
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/s/ William Reinhardt
William Reinhardt
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Chairman of the Board
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August 26, 2019
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/s/ Robert Usdan
Robert Usdan
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Director
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August 26, 2019
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/s/ George J. Wolf, Jr.
George J. Wolf, Jr.
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Director
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August 26, 2019
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Re: |
Metropolitan Bank Holding Corp. – Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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Date
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Vested Portion of Award
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Number of Shares Vesting
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6.1
6.2
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The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
Dividends paid on any share of Restricted Stock will not be paid to the Participant unless and until the performance goals described in Section 4 of this
Agreement have been certified by the Committee as having been achieved and such share vests. Dividends attributable to a share (and earnings thereon, if any) will be paid to the Participant no later than thirty (30) days after the
underlying share vests.
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8.1 |
In the event of a Change in Control, all performance measures attached to this Restricted Stock Award will be deemed satisfied as of the date of the Change
in Control.
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8.2 |
A “Change in Control” will be deemed to have occurred
as provided in Section 4.2 of the Plan.
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(a)
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Death. In the event of
the Participant’s Termination of Service due to death, all Restricted Stock granted hereunder will vest as of the date of death.
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(b)
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Disability. In the
event of the Participant’s Termination of Service due to Disability, all Restricted Stock granted hereunder will vest as of the date of Disability.
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(c)
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Retirement. [TBD]
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(d)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, any Restricted Stock granted hereunder that has not vested as of the date of Termination of Service will be forfeited and cancelled.
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(e)
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Other
Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement, or
following a Change in Control or for Cause, any Restricted Stock granted hereunder that has not vested as of
the date of Termination of Service will be forfeited and cancelled.
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11.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the Participant fulfills
all conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and,
notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision
thereof.
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Date
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Vested Portion of Award
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Number of Shares Vesting
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6.1 |
Dividend Equivalent Rights. Subject to the restrictions, limitations
and conditions described in the Plan and/or this Award Agreement, Restricted Stock Units will earn dividend equivalent rights during the vesting period at the rate of dividends per share paid by the Company on its outstanding shares of
common stock. Dividend equivalent rights will be accrued but not paid until the Restricted Stock Units are earned, vested and issued. Dividend equivalent rights will be forfeited if the Restricted Stock Units are forfeited.
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6.2 |
No Voting Rights. The Participant shall have no voting rights with
respect to any Restricted Stock Units granted hereunder.
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7.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Unit Awards held by the Participant will become
fully vested.
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7.2 |
A “Change in Control” will be deemed to have occurred as
provided in Section 4.2 of the Plan.
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9.1 |
Death. The Restricted Stock Unit Awards will become
fully vested as to all shares subject to an outstanding Award, whether or not then vested, as of the date of the Participant’s Termination of Service by reason of the Participant’s death.
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9.2 |
Disability. The Restricted Stock Unit Awards will become
fully vested as to all shares subject to an outstanding Award, whether or not then vested, as of the date of the Participant’s Termination of Service by reason of the Participant’s Disability.
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9.3 |
Retirement. [TBD].
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9.4 |
Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock Unit Awards that have not vested will expire and be forfeited.
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9.5 |
Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control
or for Cause, all shares of Restricted Stock Units awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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10.1 |
No Restricted Stock Unit Award shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills
all conditions for receipt of such rights and the Stock is issued to the Participant.
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10.2 |
This Award Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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10.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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10.4 |
This Restricted Stock Unit Award shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of
conflicts of laws, except as superseded by federal law.
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10.5 |
This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and,
notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision
thereof.
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10.6 |
The granting of this Restricted Stock Unit Award does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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Date
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Vested Portion of Award
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Number of Shares Vesting
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6.1
6.2
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The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require a shareholder vote.
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the
Participant within thirty (30) days after the Restricted Stock vests. If the Stock does not vest, the dividends will be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award
will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
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8.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred
as provided in Section 4.2 of the Plan.
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(i)
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Death. In the event of
the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of
Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award at the date of Termination of Service.
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(iii)
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Retirement. In the event
of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. The term “Retirement” shall
have the meaning set forth in Section 8.1(aa) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will
expire and be forfeited.
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(iv)
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Other
Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement,
Involuntary Termination at or following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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11.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the Participant fulfills all
conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding
any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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7.1 |
Delivery of Notice of Exercise of Option. This Option
will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option”
attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee,
including:
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●
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Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
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Stock of the Company in full/partial payment of the purchase price.
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the
Option (and, if applicable, any tax withholding).
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●
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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7.2 |
“Fair Market Value” shall have the meaning set forth
in Section 8.1(p) of the Plan.
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9.1 |
Notwithstanding Section 11, in the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or
not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred
as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will become
exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by
the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of
this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three (3) months of Termination of Service.
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(ii)
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Disability. This Option
will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be
exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement.[TBD]
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(iv)
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Termination for Cause. If the Participant’s Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination
following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following
termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for
receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of
descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the
Option will not qualify as an ISO as of the day of such transfer.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of New York.
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12.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the
provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case
may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any
tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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●
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This is a Non-Qualified Option.
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7.1 |
Delivery of Notice of Exercise of Option. This Option
will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option”
attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee,
including:
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●
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Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
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●
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Stock of the Company in full/partial payment of the purchase price.
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●
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the
Option (and, if applicable, any tax withholding).
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●
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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7.2 |
“Fair Market Value” shall have the meaning set forth
in Section 8.1(p) of the Plan.
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9.1 |
Notwithstanding Section 11, in the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or
not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred
as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will
become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised
by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option
will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be
exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. [TBD]
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination
following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following
termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for
receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
At the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such
transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not
made for consideration to the Participant.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of New York.
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12.5
12.6
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This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable
thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or
the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company
or any subsidiary.
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___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any
tax withholding).
|
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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