MIDDLEFIELD BANC CORP — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEFIELD BANC CORP (MBCN)
CIK: 0000836147
Period of Report: 2019-03-01

Reporting Person: CALDWELL THOMAS G (Director, President/Chief Executive Offi)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Common Stock	A	1081	$41.90	Acquired	5166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Conditonal Stock Award	$42.43	A	2698	Acquired	2022-03-01	Common Stock (2698)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14222	Direct
Common Stock	248.94	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$17.55	2021-05-09	Common Stock (2500)	2500	Direct
Conditional Stock Award	$38.6992	2020-07-20	Common Stock (753)	753	Direct
Conditonal Stock Award	$48.20	2021-05-22	Common Stock (2240)	2240	Direct

Footnotes

F1: Shares were acquired under the terms of a Conditional Stock Grant dated March 1, 2016.

F2: Includes shares held jointly with spouse.

F3: Includes shares acquired under MBCN Dividend Reinvestment Plan.

F4: Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated March 5, 2019.

F5: Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated July 20, 2017.

F6: Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated May 29, 2018.