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^*

Hall William G.

(Last)

(First)

(Middle)

500 LAUREL STREET, SUITE 101

(Street)

BATON ROUGE

70801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Business First Bancshares, Inc. [ BFST ]

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)
10/01/2024

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	10/01/2024		A⁽¹⁾		4,866	A	⁽¹⁾	4,866	D
COMMON STOCK	10/01/2024		A⁽²⁾		238,540	A	⁽²⁾	238,540	I	By: Align Opportunities, LP⁽³⁾

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)
Stock Options (Right to Buy)	$24.45	10/01/2024		A		511		⁽⁴⁾	10/16/2029	Common Stock	511	$0	511	D
Stock Options (Right to Buy)	$24.45	10/01/2024		A		767		⁽⁴⁾	01/01/2031	Common Stock	767	$0	767	D
Stock Options (Right to Buy)	$24.45	10/01/2024		A		767		⁽⁴⁾	08/17/2032	Common Stock	767	$0	767	D

Explanation of Responses:

1. Acquired in exchange for 9,520 shares of Oakwood Bancshares, Inc. ("Oakwood") in connection with the merger of Oakwood with and into the issuer (the "Merger"). At the effective time of the Merger, each share of Oakwood common stock was converted into the right to receive approximately 0.5112 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $24.59 per share. Of the 4,866 shares issued to the reporting person in the Merger, 72 shares are currently being held in escrow and are subject to forfeiture during the escrow period, which shall be until the later of (i) the date that certain threatened or future litigation directly or indirectly arising out of, involving, or related to Oakwood's banking subsidiary, Oakwood Bank, and a former customer of Oakwood Bank is fully and finally resolved or (ii) two (2) years from the closing date of the Merger.

2. Acquired in exchange for 466,628 shares of Oakwood in connection with the Merger. At the effective time of the Merger, each share of Oakwood common stock was converted into the right to receive 0.5112 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $24.59 per share. Of the 238,540 shares issued to Align Opportunities, LP in the Merger, 3,550 shares are currently being held in escrow and are subject to forfeiture during the escrow period, which shall be until the later of (i) the date that certain threatened or future litigation directly or indirectly arising out of, involving, or related to Oakwood's banking subsidiary, Oakwood Bank, and a former customer of Oakwood Bank is fully and finally resolved or (ii) two (2) years from the closing date of the Merger.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Pursuant to the Agreement and Plan of Reorganization (the "Reorganization Agreement") by and between the issuer and Oakwood, each outstanding and unexercised option to purchase shares of Oakwood common stock became fully vested and was 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 Reorganization Agreement. Each option to purchase shares of issuer common stock is subject to the same terms and conditions as the corresponding option to purchase shares of Oakwood common stock immediately prior to the effective time of the Merger.

	/s/ Heather Roemer, as attorney-in-fact for William G. Hall	10/11/2024
	** 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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