Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

Spencer Sandra J.

(Last)

(First)

(Middle)

PO BOX 3110

(Street)

AUBURN

36830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUBURN NATIONAL BANCORPORATION, INC [ AUBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, par value $0.1								666,825	I	Held as sole Personal Representative Edward L. Spencer, Jr (the "Estate") see Note 1
common stock, par value $0.1								47,882	I	Held as sole Trustee of the Spencer 2008 Irrevocable Trust. ("Spencer Trust") See Note1
common stock, par value $0.1								17,000	I	Held as Personal Representative of the Estate of Ruth Spencer. See Note 1
common stock, par value $0.1								75.33	I	Shares held by the Reporting Person's Spouse
common stock, par value $0.1								10,271.89	D
common stock, par value $0.1								3,960	I	Includes all shares held by Spencer LLC. See Note 1

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

Note 1. This filing is being made due to the death of Mrs. Ruth Spencer on April 29, 2024 and the receipt on May 21, 2024 of notice of the confirmation of the appointment by the Probate Court of Lee County. Alabama of Sandra J . Spencer as the Personal Representative of the Ruth Spencer Estate . It shall not be deemed an admission that the reporting person is, for purposes of section 16 of the Act or otherwise, the beneficial owner of all Shares covered by the statement, including the Shares held as Personal Representative of the Estate, as Trustee of the Spencer Trust, the Shares held as the Personal Representative of the Estate of Ruth Spencer and the 2,640 shares held in Spencer LLC beneficially owned by the 2 other members of Spencer LLC where the Reporting Person is one-third member where she indirectly owns 1,320 Shares. Ms. Sandra J. Spencer previously has reported the beneficial ownership of 17,000 shares held pursuant to the Power of Attorney from Ruth Spencer, her mother. Mrs. Ruth Spencer died on April 29, 2024, whereupon the power of attorney automatically terminated by operation of law. Mrs. Ruth Spencer's will names, and it has been confrimed by the Probate Court of Lee County, Sandra J. Spencer as the Personal Representative of the Ruth Spencer Estate, and provides that the 17,000 shares will be distributed to the Ruth P. Spencer 2008 Revocable Trust, where Sandra J. Spencer is the named Trustee. Thereafter, the 17,000 shares will be distributed equally to three trusts for the benefit of Ms. Sandra Spencer and each or her two brothers. Sandra J. Spencer disclaims any beneficial ownership or pecuniary interest in the 11,333 Shares formerly held under the power of attorney from Ruth Spencer, and which are to be distributed ultimately to trusts for the benefit of Sandra J. Spencer's two brothers.

	/s/ Sandra J. Spencer	05/21/2024
	** 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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