MIDDLEFIELD BANC CORP — Director's Dealing 2020

Jul 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEFIELD BANC CORP (MBCN)
CIK: 0000836147
Period of Report: 2020-07-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-20	Common Stock	A	1882	$17.69	Acquired	12581	Direct
2020-07-20	Common Stock	F	629	$17.69	Disposed	11952	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	515.756	Indirect
Common Stock	32469.748	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$8.775	2021-05-09	Common Stock (5000)	5000	Direct
Conditional Stock Award	$24.10	2021-05-22	Common Stock (4480)	4480	Direct
Conditional Stock Award	$21.215	2022-03-01	Common Stock (5396)	5396	Direct
Common Stock	$26.09	2023-02-25	Common Stock (4387)	4387	Direct

Footnotes

F1: Acquisition represents the vesting of performance shares granted to the reporting person on July 20, 2017, which vested on the third anniversary of their grant dated based upon the Company's total shareholder return.

F2: Includes shares acquired under the MBCN Dividend Reinvestment Plan.

F3: Includes shares held jointly with spouse.

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 May 29, 2018.

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 March 5, 2019.

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 February 26, 2020.