SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shohet Hillel

(Last)

(First)

(Middle)

396 ALHAMBRA CIRCLE, SUITE 255

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021

3. Issuer Name and Ticker or Trading Symbol
Professional Holding Corp. [ PFHD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Director of Subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	97,470	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	03/02/2023	Class A Common Stock	9,708	$6.64⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	01/02/2024	Class A Common Stock	8,605	$7.4⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	01/02/2024	Class A Common Stock	8,605	$7.4⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	01/03/2027	Class A Common Stock	9,659	$10.79⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	01/04/2026	Class A Common Stock	10,040	$9.76⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	02/01/2028	Class A Common Stock	32,797	$12.04⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	05/01/2027	Class A Common Stock	5,401	$10.79⁽²⁾	D
Non-Qualified Stock Options (Right to Buy)⁽¹⁾	03/26/2020⁽³⁾	07/09/2028	Class A Common Stock	15,060	$12.87⁽²⁾	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and between Professional Holding Corp. (the "Issuer") and Marquis Bancorp, Inc. ("MBI"), MBI was merged into the Issuer on March 26, 2020 (the "Merger"), with the Issuer as the surviving entity, and each share of common stock of MBI held by the reporting person was converted into the right to receive 1.2048 shares (the "Exchange Ratio") of Class A common stock of the Issuer, plus cash in lieu of any fractional shares. The closing price of the Issuer's Class A common stock on the effective date of the Merger was $15.21. These options were originally granted by MBI.

2. At the effective time of the Merger, each option to purchase shares of MBI common stock granted under either the Marquis Bank 2009 Stock Option Plan, as amended, or the Marquis Bancorp, Inc. 2017 Stock Option Plan (each, a "Marquis Option") that remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was converted into an option to acquire shares of the Issuer's Class A common stock, with the number of underlying shares and per share exercise price of each such Marquis Option adjusted to reflect the Exchange Ratio. Each such converted Issuer stock option will continue to be subject to the same terms and conditions as applied to the corresponding Marquis Option prior to the effective time of the Merger, except that any Marquis Option held by a person who, as of immediately prior to the effective time of the Merger, was a non-employee director of MBI became fully vested as of the effective time of the Merger.

3. These options were fully vested and exercisable at the effective time of the Merger.

	/s/ Hillel Shohet	06/01/2021
	** Signature of Reporting Person	Date
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 5 (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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