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Filing Details

Accession Number:: 0001766526-19-000017
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-15 19:47:38
Reporting Period:: 2019-05-13

Accepted Time:: 2019-05-15 19:47:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1766526	Tectonic Financial Inc.	TECTP	Services-Video Tape Rental (7841)	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1120733	J Patrick Howard	C/O Tectonic Financial, Inc. 16200 Dallas Parkway, Suite 190 Dallas TX 75248	President & Coo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series B Preferred Stock	Acquisiton	2019-05-14	7,500	$10.00	7,500	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options (right to buy)	Acquisiton	2019-05-13	25,000	$0.00	25,000	$5.70
Common Stock	Stock Options (right to buy)	Acquisiton	2019-05-13	25,000	$0.00	25,000	$5.70

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
50,000		2027-05-15	No	4	A	Direct
50,000		2027-05-15	No	4	A	Direct

Footnotes

Represents shares purchased through a directed share program in connection with the initial public offering of the Issuer's 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (the "Series B preferred stock"), which closed on May 14, 2019. These shares of Series B preferred stock were purchased at the public offering price of $10.00 per share.
Received in exchange for options to purchase 50,000 common units of Tectonic Holdings, LLC ("Tectonic Holdings") in connection with the merger of Tectonic Holdings with and into the Issuer, with the Issuer continuing as the surviving company (the "Merger"). At the effective time of the Merger, each option to purchase one common unit of Tectonic Holdings was converted into an option to purchase one share of the Issuer's common stock.
Immediately following, and in connection with, the Merger, the Issuer effected a 1-for-2 reverse stock split of the outstanding shares of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2020.
These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2021.
Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("3yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("3yr Tectonic Financial Options"), all such 3yr Tectonic Holdings Options and 3yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 3yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 3yr Tectonic Holdings Options and the 3yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 3yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.
Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("4yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("4yr Tectonic Financial Options"), all such 4yr Tectonic Holdings Options and 4yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 4yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 4yr Tectonic Holdings Options and the 4yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 4yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.