FIDELITY D & D BANCORP INC — Director's Dealing 2019

Feb 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIDELITY D & D BANCORP INC (FDBC)
CIK: 0001098151
Period of Report: 2019-02-05

Reporting Person: WALSH EUGENE J (VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock, Resticted	A	446	$59.7	Acquired	6171.6971	Direct
2019-02-11	Common Stock	M	1965	$60.44	Acquired	8136.6971	Direct
2019-02-12	Common Stock	S	298	$60.24	Disposed	7838.6971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-05	Stock Appreciation Rights	$59.7	A	1586	Acquired	2029-02-04	Common Stock (1586)	Direct
2019-02-11	Stock Appreciation Rights	$60.44	M	3059	Disposed	2026-02-01	Common Stock (1965)	Direct

Footnotes

F1: The award shall be fully vested at the end of a three year vesting period subject
to one third each year or a thirty three and one third percent vesting period per year.

F2: Once an award has vested, it shall be subject to a hold on sale restriction for
two years from the date of vesting.

F3: The stock appreciation rights vest in 3 equal installments or thirty three and one third percent equally each year starting on 02/02/2017.

F4: Closing price on date of exercise.

F5: Sale to cover tax liability.