Sec Form 4 Filing - Stephon Kenneth John @ William Penn Bancorporation - 2025-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stephon Kenneth John
2. Issuer Name and Ticker or Trading Symbol
William Penn Bancorporation [ WMPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
10 CANAL STREET, SUITE 104
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2025
(Street)
BRISTOL, PA19007
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 04/30/2025 D 85,019 D $ 0 ( 1 ) 0 D
Common Stock 04/30/2025 D 75,840 D $ 0 ( 2 ) 0 I By Stock Award ( 3 )
Common Stock 04/30/2025 D 40,912 D $ 0 ( 1 ) 0 I By 401(k)
Common Stock 04/30/2025 D 38,400 D $ 0 ( 1 ) 0 I By IRA
Common Stock 04/30/2025 D 10,334 D $ 0 ( 1 ) 0 I By ESOP
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 11.61 04/30/2025 D 316,000 05/17/2023( 5 ) 05/17/2032 Common Stock 316,000 $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stephon Kenneth John
10 CANAL STREET, SUITE 104
BRISTOL, PA19007
X President and CEO
Signatures
/s/Jonathan T. Logan, Power of Attorney 05/01/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024, by and between William Penn Bancorporation (William Penn) and Mid Penn Bancorp, Inc. (Mid Penn), pursuant to which William Penn will merge with and into Mid Penn with Mid Penn as the surviving corporation (the Merger). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of William Penn common stock then issued and outstanding was converted into the right to receive 0.426 shares of Mid Penn common stock, with cash paid in lieu of any fractional shares. On April 30, 2025, the closing price of William Penn's common stock was $12.32 per share and the closing price of Mid Penn's common stock was $29.05 per share.
( 2 )Pursuant to the terms of the Merger Agreement each restricted stock award of William Penn (William Penn RSA) outstanding prior to the effective time of the Merger was assumed by Mid Penn and was converted into a time-based restricted stock award of Mid Penn (Mid Penn RSA) with the number of shares underlying such Mid Penn RSA adjusted based on the Exchange Ratio rounded down to the nearest whole number of shares. Each assumed Mid Penn RSA continues to be subject to the same terms and conditions as applied to the William Penn RSA immediately prior to the effective time of the Merger.
( 3 )Stock Awards granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 17, 2023.
( 4 )Pursuant to the terms of the Merger Agreement, each William Penn stock option outstanding and unexercised immediately prior to the effective time of the Merger, was assumed and converted automatically into a Mid Penn stock option to purchase the number of shares of Mid Penn common stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of William Penn common stock subject to such William Penn option immediately prior to the effective time of the Merger, multiplied by (B) the Exchange Ratio, which Mid Penn option shall have an exercise price equal to the quotient (rounded up to the nearest cent) obtained by dividing (1) the exercise price of such William Penn option immediately prior to the effective time of the Merger, by (2) the Exchange Ratio. Each assumed Mid Penn option continues to be subject to the same terms as applied to the William Penn option immediately prior to the effective time of the Merger.
( 5 )Stock Options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 17, 2023.

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