SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mackay Timothy R.

(Last)

(First)

(Middle)

32991 HAMILTON COURT

(Street)

FARMINGTON HILLS

48334

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Level One Bancorp Inc [ LEVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Consumer Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2022		D		23,912	D	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$10.58	04/01/2022		D			7,500	⁽²⁾	02/21/2023	Common Stock	7,500	⁽³⁾	0	D
Option (Right to Buy)	$13.5	04/01/2022		D			7,000	⁽⁴⁾	07/17/2024	Common Stock	7,000	⁽³⁾	0	D
Option (Right to Buy)	$17.15	04/01/2022		D			6,604	⁽⁵⁾	07/16/2025	Common Stock	6,604	⁽³⁾	0	D
Option (Right to Buy)	$20.75	04/01/2022		D			6,039	⁽⁶⁾	02/18/2026	Common Stock	6,039	⁽³⁾	0	D
Option (Right to Buy)	$24.8	04/01/2022		D			5,000	⁽⁷⁾	02/15/2028	Common Stock	5,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated November 4, 2021 (the "Merger Agreement"), between First Merchants Corporation ("First Merchants") and Level One Bancorp, Inc. ("Level One"), each share of Level One common stock held by the reporting person was converted into the right to receive 0.7167 shares of First Merchants common stock and $10.17 in cash.

2. These options vest in three equal annual installments beginning one year after the 2/21/2013 date of grant.

3. Pursuant to the Merger Agreement, this option was converted into an option with respect to a number of shares of First Merchants common stock equal to the number of shares subject to such stock option, multiplied by the Option Conversion Ratio (as defined in the Merger Agreement).

4. These options vest in three equal annual installments beginning one year after the 7/17/2014 date of grant.

5. These options vest in three equal annual installments beginning one year after the 7/16/2015 date of grant.

6. These options vest in three equal annual installments beginning one year after the 2/18/2016 date of grant.

7. These options vest in three equal annual installments beginning one year after the 2/15/2018 date of grant.

Remarks:

	/s/ David C. Walker, attorney-in-fact	04/05/2022
	** 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 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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