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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MAIN RICHARD W

(Last) (First) (Middle)
C/O ENTERPRISE BANCORP
222 MERRIMACK STREET

(Street)
LOWELL MA 01852

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [ EBTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025
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 07/01/2025 F 2,147 D $39.64 223,243(1) D
Common Stock 07/01/2025 D 223,243 D (2) 0(1) D
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
Option (Right to Buy) $30.46 07/01/2025 D 1,150 (3) 03/21/2027 Common Stock 1,150 (3) 0 D
Option (Right to Buy) $34.33 07/01/2025 D 1,089 (3) 03/20/2028 Common Stock 1,089 (3) 0 D
Option (Right to Buy) $21.86 07/01/2025 D 1,651 (3) 03/14/2026 Common Stock 1,651 (3) 0 D
Option (Right to Buy) $29.84 07/01/2025 D 1,500 (3) 03/19/2029 Common Stock 1,500 (3) 0 D
Option (Right to Buy) $28.22 07/01/2025 D 1,553 (3) 03/17/2030 Common Stock 1,553 (3) 0 D
Stock Option (Right to Buy) $32.73 07/01/2025 D 1,093 (3) 03/15/2031 Common Stock 1,093 (3) 0 D
Stock Option (Right to Buy) $38.58 07/01/2025 D 908 (3) 03/14/2032 Common Stock 908 (3) 0 D
Explanation of Responses:
1. In accordance with the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time (as defined in the Merger Agreement) to the extent not previously forfeited, and was considered outstanding shares of Enterprise common entitled to receive the Merger Consideration (as defined in the Merger Agreement).
2. Pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024 (the "Merger Agreement"), by and among Enterprise Bancorp, Inc. ("Enterprise"), Enterprise Bank and Trust Company, Independent Bank Corp. ("Independent") and Rockland Trust Company, each issued and outstanding share of Enterprise common stock was converted into the right to receive (i) $2.00 in cash and (ii) 0.60 shares of Independent common stock (subject to the payment of cash in lieu of fractional shares).
3. In accordance with the Merger Agreement, each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Enterprise common stock provided for in such option and (ii) the excess, if any, of the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement) over the exercise price per share of Enterprise common stock provided for in such option, which cash payment was made without interest and was net of all applicable withholding taxes.
/s/ Joseph R. Lussier as attorney-in-fact for Richard W. Main 07/01/2025
** 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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