Sec Form 4 Filing - NASCA DAVID J @ EVANS BANCORP INC - 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
NASCA DAVID J
2. Issuer Name and Ticker or Trading Symbol
EVANS BANCORP INC [ EVBN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
6460 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2025
(Street)
WILLIAMSVILLE, NY14221
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 05/02/2025 D 115,230.54 D 0 D
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 Options $ 25 04/30/2025 D 2,692 ( 2 ) 03/16/2026 Common Stock 2,692 ( 3 ) 0 D
Stock Options $ 39.5 04/30/2025 D 1,909 ( 2 ) 03/22/2027 Common Stock 1,909 ( 4 ) 0 D
Stock Options $ 45.2 04/30/2025 D 4,520 ( 2 ) 03/20/2028 Common Stock 4,520 ( 4 ) 0 D
Stock Options $ 36.12 04/30/2025 D 3,376 ( 2 ) 04/15/2029 Common Stock 3,376 ( 3 ) 0 D
Stock Options $ 25.51 04/30/2025 D 6,961 ( 5 ) 11/17/2030 Common Stock 6,961 ( 3 ) 0 D
Stock Options $ 39.06 04/30/2025 D 3,821 ( 6 ) 11/16/2031 Common Stock 3,821 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NASCA DAVID J
6460 MAIN STREET
WILLIAMSVILLE, NY14221
X President & CEO
Signatures
/s/ Jessica L. Brosius, Attorney in fact for David J. Nasca 05/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2024 (the "Merger Agreement"), between the Issuer and NBT Bancorp, Inc., each issued and outstanding share of Issuer common stock was converted into the right to receive 0.91 shares of NBT Bancorp, Inc. common stock (subject to the payment of cash in lieu of fractional shares).
( 2 )The options were fully vested and exercisable.
( 3 )In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($38.59), multiplied by the number of shares subject to such option.
( 4 )In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), that had a per share exercise price equal to or greater than the per share consideration price ($38.59) was cancelled for no consideration.
( 5 )Stock options vest at a rate of 20% per year commencing on November 17, 2021.
( 6 )Stock options vest at a rate of 25% per year commencing on November 16, 2022.

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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