SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leibson Marie Taylor

(Last)

(First)

(Middle)

13021 HADDONFIELD LANE

(Street)

GAINESVILLE

20155

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Primis Financial Corp. [ FRST ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2024

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	07/22/2024		M		4,000	A	$10.47	55,378.88⁽¹⁾⁽²⁾	D
Common Stock								9,053⁽³⁾	I	By 401K Plan
Common Stock								592.814⁽⁴⁾	I	By Spouse IRA

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)
Employee Stock Option (right to buy)	$10.47	07/22/2024		M			4,000	07/22/2015	07/22/2024	Common Stock	4,000	$0	0	D
Employee Stock Option (right to buy)	$11.43							06/19/2016	06/19/2025	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$11.99							06/17/2017	06/17/2026	Common Stock	5,500		10,500	D
Performance-based Restricted Stock Units	⁽⁵⁾							03/15/2026	03/15/2026	Common Stock	1,500		1,500	D
Performance-based Restricted Stock Units	⁽⁵⁾							03/15/2027	03/15/2027	Common Stock	7,000		8,500	D
Performance-based Restricted Stock Units	⁽⁵⁾							03/15/2028	03/15/2028	Common Stock	5,000		13,500	D

Explanation of Responses:

1. Includes 1,400 shares of restricted stock.

2. Includes 10,061.40 shares held in an IRA for Mrs. Leibson's benefit.

3. Includes additional shares acquired in 401K Plan since prior filing.

4. Include additional dividend reinvestment shares acquired since prior filing.

5. Market value at date of vesting

Remarks:

Total Employee Stock Options (right to buy) 10,500 shares. Total Performance-based restricted shares 13,500.

	/s/Marie Taylor Leibson	07/22/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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EVP, Chief Credit Officer Leibson Marie Taylor exercised 4,000 shares at a strike of $10.47, increasing direct ownership by 8% to 55,379 units (SEC Form 4)