EX-19.1 4 exhibit19.htm EX-19.1 exhibit19
 
 
 
 
1
FIRSTBANCORP
POLICY STATEMENT ON
 
INSIDE INFORMATION
 
AND INSIDER
 
TRADING
EXHIBIT 19.1
Introduction
Purpose
The purpose
 
of this
 
Policy Statement
 
on Inside
 
Information and
 
Insider Trading
 
(“Policy Statement”)
 
is to
 
establish First
 
BanCorp’s
policies regarding the protection
 
of material, non-public and other
 
confidential information, the stringent
 
ethical and legal prohibitions
against insider trading
 
and tipping, and
 
the expected standards
 
of conduct of
 
employees with respect
 
to these highly
 
sensitive matters.
 
Unlawful insider trading
 
occurs when a person
 
uses material, non-public
 
information obtained through
 
their employment or
 
otherwise
involvement with
 
a company
 
to make
 
decisions to
 
purchase, sell
 
or otherwise
 
engage in
 
transactions in
 
the Corporation’s
 
(as defined
below)
 
securities
 
or
 
to
 
provide
 
that
 
information
 
to
 
others
 
outside
 
the
 
company.
 
The
 
prohibitions
 
against
 
insider
 
trading
 
apply
 
to
trading
 
or
 
otherwise
 
transacting
 
in
 
the
 
Corporation’s
 
securities,
 
tipping,
 
and
 
making
 
recommendations
 
to
 
engage
 
in
 
transactions
 
by
virtually any person, including all persons associated with the company,
 
if the information involved is “material” and “non-public.”
Applicability
This Policy
 
Statement applies
 
to all employees
 
and members
 
of the
 
Board of
 
Directors (the
 
“Board”) of
 
First BanCorp
 
and any
 
of its
subsidiaries
 
and
 
affiliates
 
(collectively
 
and
 
hereinafter,
 
the
 
“Corporation”)
 
and
 
to
 
advisors
 
and
 
consultants
 
of
 
the
 
Corporation
(collectively, the
 
“Restricted Persons”).
 
Overview
The Policy Statement explains
 
your obligations under the
 
law and the Corporation’s
 
policies. Every Restricted Person
 
should read this
Policy Statement
 
carefully and comply
 
with it at
 
all times. In
 
the course of
 
your employment
 
or association
 
with the Corporation
 
as a
Restricted
 
Person,
 
you
 
are
 
likely
 
to
 
use
 
or
 
have
 
access
 
to
 
information
 
about
 
the
 
Corporation
 
and
 
the
 
companies
 
with
 
which
 
the
Corporation
 
engages
 
in
 
transactions
 
or
 
does
 
business
 
that
 
is
 
not
 
generally
 
available
 
to
 
the
 
public.
 
You
 
have
 
ethical
 
and
 
legal
obligations
 
to
 
maintain
 
the
 
confidentiality
 
of
 
information
 
about
 
the
 
Corporation
 
and
 
to
 
not
 
transact
 
in
 
the
 
Corporation’s
 
securities
while in possession
 
of material
 
non-public information.
 
Restricted Persons subject
 
to this Policy
 
Statement must not
 
engage in
 
illegal
trading and must avoid
 
the appearance of improper
 
trading. Each individual is responsible
 
for making sure that
 
he, she or they comply
with
 
this
 
Policy
 
Statement,
 
and
 
that
 
any
 
family
 
member,
 
household
 
member
 
(collectively,
 
“Family
 
Members”)
 
or
 
entity
 
that
 
you
influence or control (“Related
 
Entity”) whose transactions are
 
subject to this Policy Statement
 
also comply with this Policy
 
Statement.
In all cases, the responsibility for
 
determining whether an individual
 
is in possession of material non-public information
 
rests with that
individual,
 
and
 
any
 
action
 
on
 
the
 
part
 
of
 
the
 
Corporation,
 
the
 
Corporation’s
 
General
 
Counsel
 
or
 
any
 
other
 
employee
 
or
 
director
pursuant
 
to
 
this Policy
 
Statement
 
(or
 
otherwise)
 
does
 
not in
 
any
 
way
 
constitute
 
legal
 
advice
 
or
 
insulate
 
an
 
individual
 
from
 
liability
under
 
applicable
 
securities
 
laws.
 
You
 
could
 
be
 
subject
 
to
 
severe
 
legal
 
penalties
 
and
 
disciplinary
 
action
 
by
 
the
 
Corporation
 
for
 
any
conduct prohibited by this Policy Statement or applicable securities laws.
 
This
 
Policy
 
Statement
 
applies
 
to
 
transactions
 
in
 
the
 
Corporation’s
 
securities
 
(collectively
 
referred
 
herein
 
as
 
the
 
“Corporation’s
securities”),
 
including
 
the
 
Corporation’s
 
common
 
stock,
 
options
 
to
 
purchase
 
common
 
stock,
 
preferred
 
stock
 
or
 
any
 
other
 
type
 
of
securities that the Corporation may issue, from time to time, including
 
(but not limited to) convertible debentures and warrants, as well
as
 
derivative
 
securities
 
that
 
are
 
not
 
issued
 
by
 
the
 
Corporation,
 
such
 
as
 
exchange-traded
 
put
 
or
 
call
 
options
 
or
 
swaps
 
relating
 
to
 
the
Corporation’s securities.
 
1
For the avoidance of doubt, “Family Members” includes family
 
members who reside with you (including a spouse, a child,
 
a child away at college, stepchildren,
grandchildren, parents, stepparents, grandparents, siblings and
 
in-laws), anyone else who lives in your household,
 
and any family members who do not live in your
household but whose transactions in the Corporation’s securities are directed by you
 
or are subject to your influence or control, such as parents
 
or children who consult
with you before they trade in the Corporation’s securities.
 
 
 
 
2
I.
PROHIBITED ACTIVITY
You
 
may not trade
 
in the Corporation’s
 
securities (or in
 
the securities of
 
any other
 
corporation, such as
 
a customer,
 
supplier, possible
acquisition target,
 
or competitor,
 
with which
 
the Corporation
 
does business)
 
when you
 
are aware
 
of material,
 
non-public information
concerning the Corporation
 
(or such other corporation).
 
This Policy Statement applies both
 
to purchases of securities
 
(to make a profit
based
 
on
 
good
 
news)
 
and
 
sales
 
and
 
gifts
 
of
 
securities
 
(to
 
avoid
 
a
 
loss
 
based
 
on
 
bad
 
news),
 
regardless
 
of
 
how
 
or
 
from
 
whom
 
the
material non-public
 
information has been
 
obtained. You
 
also may not
 
convey to any
 
other person (“tip”)
 
inside information
 
regarding
the
 
Corporation
 
(or
 
other
 
corporations
 
with
 
which
 
the
 
Corporation
 
has
 
business
 
dealings,
 
such
 
as
 
customers,
 
suppliers,
 
possible
acquisition or sale targets,
 
or competitors) or recommend
 
that others engage in transactions in
 
the Corporation’s
 
securities while in the
possession of material non-public information.
For purposes of this Policy Statement, references to “trade,” “trading”
 
or “transactions” include, among other things:
●
any
 
purchases and
 
sales of
 
the Corporation’s
 
securities or
 
derivatives
 
of the
 
Corporation’s
 
securities and
 
any short
 
sales of
the Corporation’s securities;
●
sales of the Corporation’s securities obtained
 
through the exercise of employee stock options granted by the Corporation;
●
gifts of the Corporation’s securities (including
 
charitable donations);
 
●
pledges of the Corporation’s
 
securities to secure a loan; and
●
purchases, if
 
permitted by
 
the Corporation,
 
of financial
 
instruments that
 
are designed
 
to hedge
 
or offset
 
any decrease
 
in the
market value of the Corporation’s
 
securities.
Notwithstanding the
 
foregoing, Section
 
16 Persons
 
(as defined
 
below) are
 
prohibited at
 
all times
 
from engaging
 
in short
 
sales of
 
the
Corporation’s
 
securities,
 
pledges
 
of
 
the
 
Corporation’s
 
securities
 
to
 
secure
 
a
 
loan,
 
and
 
purchases
 
of
 
financial
 
instruments
 
that
 
are
designed to hedge or offset any decrease in the market value of
 
the Corporation’s securities.
Additionally,
 
you may
 
not make
 
elections to
 
participate in
 
or make
 
changes in
 
such elections
 
relating to
 
employee benefit
 
plans that
involve the
 
purchase or
 
sale of
 
the Corporation’s
 
securities (collectively,
 
“Benefit Plans”)
 
while in
 
possession of
 
material non-public
information regarding the Corporation.
 
For purposes of this Policy Statement, “you” shall mean
 
each employee, officer, director,
 
and advisor or consultant of the Corporation,
as
 
well
 
as
 
any
 
Family
 
Member
 
or
 
Related
 
Entity
 
of
 
such
 
employee,
 
officer,
 
director,
 
or
 
advisor
 
or
 
consultant.
 
In
 
addition,
 
to
 
help
prevent
 
inadvertent
 
violations
 
of
 
the
 
federal
 
securities
 
laws
 
and
 
to
 
avoid
 
even
 
the
 
appearance
 
of
 
trading
 
on
 
the
 
basis
 
of
 
inside
information,
 
the
 
Corporation
 
has
 
designated
 
certain
 
employees
 
(collectively,
 
the
 
“Designated
 
Employees”)
 
to
 
whom
 
this
 
Policy
Statement imposes additional trading restrictions. The Corporation
 
will notify you if you are a Designated Employee.
 
If
 
a
 
person
 
ceases
 
to
 
be
 
a
 
Restricted
 
Person
 
at
 
a
 
time
 
when
 
he
 
or
 
she
 
is
 
aware
 
of
 
material
 
non-public
 
information
 
concerning
 
the
Corporation, the prohibition
 
on trading in the Corporation’s
 
securities in this Section I
 
shall continue to apply
 
to such person until that
information has become public or is no longer material.
Finally,
 
it
 
is
 
also
 
the
 
policy
 
of
 
the
 
Corporation
 
that
 
the
 
Corporation
 
will
 
not
 
engage
 
in
 
transactions
 
in
 
the
 
Corporation’s
 
securities
while aware of material non-public information relating to the Corporation
 
or the Corporation’s securities.
 
II.
 
MATERIAL NON-PUBLIC
 
INFORMATION
A.
What is Inside (or Non-Public) Information?
“Inside”
 
or
 
“non-public”
 
information
 
is
 
confidential
 
information
 
about
 
the
 
Corporation
 
(or
 
any
 
other
 
entity
 
with
 
which
 
the
Corporation has business
 
dealings, such as
 
a customer,
 
supplier, possible
 
acquisition or sale
 
target, or competitor)
 
that is not available
to
 
the
 
public
 
and
 
which
 
the
 
investing
 
public
 
has
 
not
 
yet
 
had
 
time
 
to
 
absorb
 
and
 
evaluate.
 
Generally
 
speaking,
 
information
 
is
considered
 
to
 
have
 
been
 
made
 
available
 
to
 
the
 
public
 
one
 
full
 
Trading
 
Day
 
after
 
it
 
has
 
been
 
disclosed
 
by
 
the
 
Corporation
 
or
authorized
 
third
 
parties
 
in
 
a
 
press
 
release
 
or
 
other
 
public
 
disclosure,
 
including
 
any
 
filing
 
made
 
with
 
the
 
Securities
 
and
 
Exchange
2
The term “Trading Day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading, and
 
a “Trading Day” begins at the time trading begins
and ends at the close of regular market hours.
 
3
Commission (the “SEC”). In other words, there
 
is a presumption that the public needs one full
 
Trading Day to receive and absorb
 
such
information.
 
B.
What is Material Information?
“Material” information
 
is: (i)
 
any information
 
that a
 
reasonable investor
 
would likely
 
consider important
 
in deciding
 
whether to
 
buy,
sell, or
 
hold the
 
Corporation’s
 
securities; or
 
(ii) any
 
information that
 
might affect
 
the market
 
or price
 
for the
 
Corporation’s
 
securities
(whether positive or negative).
 
While it is not
 
possible to identify in
 
advance all of the
 
information that will be
 
deemed to be material,
some illustrations of information that may be deemed material include
 
the following:
●
the negotiation of a merger or acquisition involving
 
the Corporation;
●
information
 
regarding
 
the
 
Corporation’s
 
revenues
 
or
 
earnings,
 
including
 
projections
 
of
 
future
 
earnings
 
or
 
losses
 
or
changes to previously announced earnings guidance, or the decision to suspend
 
earnings guidance;
●
possible regulatory action or major litigation concerning the Corporation;
●
various
 
matters
 
affecting
 
the
 
Corporation’s
 
securities
 
(e.g.,
 
defaults
 
on
 
senior
 
securities,
 
calls
 
of
 
securities
 
for
redemption, repurchase plans, stock
 
splits or changes in dividends,
 
changes to the rights of security
 
holders, a repurchase
program, or public or private sales of additional securities of the Corporation);
●
the
 
consideration
 
of
 
a
 
tender
 
offer
 
by
 
the
 
Corporation
 
for
 
another
 
Corporation’s
 
securities
 
or
 
by
 
a
 
third
 
party
 
for
 
the
Corporation’s securities;
●
the consideration of major management or director changes or changes in
 
control;
●
the
 
occurrence
 
of
 
material
 
cybersecurity
 
incidents,
 
intentional
 
or
 
otherwise,
 
or
 
disruptions
 
in
 
the
 
Corporation’s
information
 
technology
 
systems,
 
as
 
well
 
as
 
the
 
Corporation’s
 
remediation
 
efforts
 
in
 
connection
 
with
 
material
cybersecurity incidents or disruptions in information technology
 
systems;
●
major new products or
 
marketing changes or developments
 
regarding customers or
 
suppliers (e.g., the acquisition
 
or loss
of a contract);
●
bankruptcies or receiverships;
 
●
a change
 
in auditors
 
or a
 
notification
 
from an
 
auditor that
 
the Corporation
 
may no
 
longer rely
 
on the
 
auditor’s
 
results;
and/or
●
The
 
imposition
 
of
 
an
 
event-specific
 
restriction
 
on
 
trading
 
in
 
the
 
Corporation’s
 
securities
 
or
 
the
 
securities
 
of
 
another
entity or the extension or termination of such restriction.
It can sometimes be difficult to know whether
 
information would be considered “material.”
 
The determination of whether information
is material
 
is almost
 
always clearer
 
after the
 
fact, when
 
the effect
 
of that
 
information on
 
the market
 
can be
 
quantified. Although
 
you
may have information about
 
the Corporation that you
 
do not consider to be
 
material, federal regulators
 
and others may conclude
 
(with
the benefit of hindsight)
 
that such information was
 
material. If you are
 
unsure whether information of
 
which you are aware
 
is material
or non-public, you
 
should consult with the
 
Corporation’s
 
General Counsel. When doubt
 
exists, the information should
 
be presumed to
be material and you should not engage in transactions in the Corporation’s
 
securities.
C.
What are the Reasons for Maintaining Confidentiality?
Before inside
 
information relating
 
to the
 
Corporation or
 
its business
 
has been
 
disclosed to
 
the general
 
public, it
 
must be
 
kept in
 
strict
confidence.
 
Such information
 
should be
 
discussed only
 
with persons
 
who are
 
employed by
 
or represent
 
the Corporation
 
who have
 
a
“need to
 
know” and should
 
be confined to
 
as small a
 
group as possible.
 
The utmost
 
care and circumspection
 
must be exercised
 
at all
times.
 
Therefore,
 
conversations
 
in
 
public
 
places,
 
such
 
as
 
elevators,
 
restaurants,
 
and
 
airplanes,
 
as
 
well
 
as
 
conversations
 
on
 
mobile
phones, should
 
be limited
 
to matters
 
that do
 
not involve
 
information of
 
a sensitive
 
or confidential
 
nature. In
 
addition, you
 
should not
transmit confidential information through the Internet or any e-mail system that
 
is not secure.
 
 
 
 
4
The
 
Corporation
 
has
 
ethical
 
and
 
legal
 
responsibilities
 
to
 
maintain
 
the
 
confidence
 
of
 
its
 
stockholders
 
and
 
of
 
the
 
public
 
securities
markets generally,
 
to protect
 
as valuable
 
assets confidential
 
information developed
 
by or
 
entrusted to
 
the Corporation,
 
and to
 
ensure
that Restricted
 
Persons do
 
not derive
 
improper benefits
 
through the
 
misuse of
 
Corporation assets.
 
Although
 
the Corporation
 
respects
the
 
right
 
of
 
each
 
Restricted
 
Person
 
to
 
engage
 
in
 
investment
 
activities
 
and
 
encourages
 
Restricted
 
Persons
 
to
 
become
 
and
 
remain
stockholders of the Corporation,
 
it is important that such
 
activities avoid any appearance
 
of impropriety and remain
 
in full compliance
with the law.
As discussed
 
further in
 
Section IV,
 
to avoid
 
improper conduct,
 
or the
 
appearance of
 
impropriety,
 
Section 16
 
Persons and
 
Designated
Employees
 
will
 
be
 
prohibited
 
by
 
the
 
Corporation
 
from
 
buying
 
or
 
selling
 
the
 
Corporation’s
 
securities
 
during
 
times
 
when
 
the
Corporation is most likely to have material, non-public information
 
because these persons generally have access to a range of
 
financial
and other sensitive information
 
about the Corporation. Finally,
 
as and when circumstances
 
require, the Corporation’s
 
General Counsel
will
 
implement
 
additional
 
restrictions
 
on
 
those
 
Section
 
16
 
Persons
 
and
 
Designated
 
Employees
 
who
 
are
 
asked
 
to
 
work
 
on
 
sensitive
projects or transactions, or who gain access to material, non-public information
 
in connection with a specific project or transaction.
Your
 
failure to maintain the confidentiality
 
of material, non-public information
 
about the Corporation could damage
 
the Corporation’s
reputation and
 
greatly harm
 
the Corporation’s
 
ability to
 
conduct and
 
grow its
 
business. Additionally,
 
you could
 
be fired
 
or subject
 
to
other disciplinary actions for disclosing or trading on inside information
 
about the Corporation. In addition, as discussed in Section VI,
you and the Corporation also could be exposed to significant civil penalties and
 
criminal charges.
III.
 
PERMITTED TRANSACTIONS
The prohibitions of this Policy Statement do not apply to the following
 
transactions:
 
A.
Transactions Between Restricted
 
Persons and the Corporation
●
This
 
Policy
 
Statement
 
does
 
not
 
apply
 
to
 
the
 
exercise
 
of
 
stock options
 
granted
 
under
 
the Corporation’s
 
incentive
 
plans
through
 
payment
 
of
 
the
 
exercise
 
price
 
with
 
cash
 
(i.e.,
 
without
 
Corporation’s
 
securities
 
being
 
sold
 
into
 
the
 
market).
 
However,
 
the
 
subsequent
 
sale
 
of
 
the
 
Corporation’s
 
securities
 
(including
 
sales
 
of
 
stock
 
in
 
a
 
broker-assisted
 
cashless
exercise) acquired upon the exercise of stock options is subject to all provisions
 
of this Policy Statement.
●
This Policy
 
Statement does
 
not apply
 
to the
 
granting or
 
vesting of
 
any equity-based
 
award, including
 
restricted stock
 
or
performance shares or
 
the vesting and delivery
 
of shares of stock
 
underlying restricted stock
 
units. The Policy
 
Statement
does
 
apply,
 
however,
 
to
 
any
 
market
 
sale
 
of
 
shares
 
of
 
Corporation
 
securities
 
upon
 
the
 
vesting
 
of
 
restricted
 
stock
 
or
performance shares or the vesting and delivery of shares of stock underlying restricted
 
stock units.
●
This
 
Policy
 
Statement
 
does
 
not
 
apply
 
to
 
the
 
withholding
 
or
 
surrender
 
of
 
Corporation
 
securities
 
to
 
the
 
Corporation
 
to
satisfy
 
tax
 
withholding
 
obligations
 
arising
 
from
 
the
 
exercise
 
of
 
stock
 
options,
 
the
 
vesting
 
of
 
restricted
 
stock,
 
or
 
the
vesting and delivery of shares of stock underlying restricted stock units.
●
The
 
Policy
 
Statement’s
 
trading
 
restrictions
 
generally
 
do
 
not
 
apply
 
to
 
acquisitions
 
of
 
Corporation
 
securities
 
under
 
any
Benefit Plan pursuant
 
to the affected
 
Restricted Person’s
 
advance election made
 
while not in possession
 
of material non-
public information.
 
The Policy
 
Statement’s
 
trading restrictions
 
do apply,
 
however,
 
to (i)
 
your initial
 
election to
 
acquire
the Corporation’s
 
securities pursuant
 
to a
 
Benefit Plan,
 
(ii) any
 
increase or
 
decrease in
 
the amount
 
of the
 
Corporation’s
securities that
 
you
 
acquire
 
through a
 
Benefit Plan,
 
(iii) any
 
discretionary
 
change as
 
to the
 
Corporation’s
 
securities you
hold through a Benefit Plan and (iv) the sale of Corporation securities acquired
 
under a Benefit Plan.
B.
Rule 10b5-1 Affirmative Defense
Rule 10b5-1 under
 
the Securities Exchange
 
Act of 1934,
 
as amended (the
 
“Exchange Act”) provides
 
a defense against
 
insider trading
liability for
 
trades that
 
are made
 
pursuant to
 
a preexisting
 
arrangement regarding
 
the purchase
 
or sale
 
of the
 
Corporation’s
 
securities
that meets
 
the requirements
 
of Rule
 
10b5-1 (a
 
“Trading
 
Plan”). Purchases
 
or sales
 
of the
 
Corporation’s
 
securities made
 
pursuant
 
to,
and
 
in
 
compliance
 
with,
 
a
 
written
 
Trading
 
Plan
 
may
 
be
 
made
 
without
 
restriction
 
to
 
any
 
particular
 
period
 
and
 
without
 
further
 
pre-
clearance at the time of the transaction, provided that:
 
●
The
 
Trading
 
Plan
 
specifies
 
the
 
timing,
 
prices,
 
and
 
amounts
 
of
 
the
 
contemplated
 
trades,
 
establishes
 
a
 
formula
 
or
algorithm,
 
or
 
computer
 
program,
 
for
 
determining
 
which
 
dates,
 
prices,
 
and
 
amounts,
 
or
 
grants
 
a
 
broker
 
sole
 
discretion
with respect to these terms;
 
 
5
●
The
 
Trading
 
Plan
 
was
 
adopted,
 
amended,
 
modified,
 
replaced,
 
or
 
terminated
 
in
 
good
 
faith,
 
in
 
compliance
 
with
 
all
 
the
requirements
 
of
 
Rule
 
10b5-1,
 
at
 
a
 
time
 
when
 
such
 
person
 
was
 
not
 
in
 
possession
 
of
 
material,
 
non-public
 
information
about the Corporation or during a trading window;
●
For Section
 
16 Persons
 
only,
 
the Trading
 
Plan includes
 
a representation
 
certifying that,
 
at the
 
time the
 
Trading
 
Plan is
adopted
 
or
 
modified,
 
such
 
person
 
(i)
 
is
 
not
 
aware
 
of
 
material,
 
non-public
 
information
 
about
 
the
 
Corporation
 
or
 
its
securities, and
 
(ii) is
 
adopting or
 
modifying the
 
Trading
 
Plan in
 
good faith
 
and not
 
as part of
 
a plan
 
or scheme
 
to evade
the prohibitions of Rule 10b5-1;and
●
For
 
Section
 
16
 
Persons,
 
the
 
Trading
 
Plan
 
was
 
notified
 
in
 
advance
 
to
 
the
 
Corporation’s
 
General
 
Counsel
 
prior
 
to
 
its
adoption, amendment, modification, replacement or termination.
 
With respect
 
to Section 16
 
Persons, no trade
 
pursuant to the
 
Trading
 
Plan may be
 
made until the
 
later of (i)
 
ninety (90) days
 
after the
date
 
of
 
the
 
adoption,
 
amendment,
 
modification
 
or
 
replacement
 
of
 
the
 
Trading
 
Plan
 
and
 
(ii)
 
two
 
(2)
 
business
 
days
 
following
 
the
Corporation’s
 
disclosure of
 
its financial
 
results for
 
the fiscal
 
quarter in
 
which the
 
Trading
 
Plan was
 
adopted,
 
amended, modified,
 
or
replaced in an
 
Annual Report on
 
Form 10-K or
 
a Quarterly Report
 
on Form 10-Q
 
(the “Cooling-Off
 
Period”); provided, however,
 
the
Cooling-Off Period
 
shall not exceed
 
one hundred twenty
 
(120) days following
 
the adoption, amendment,
 
modification or replacement
of the Trading
 
Plan. With respect
 
to Restricted Persons
 
that are not Section 16
 
Persons, no trades pursuant
 
to the Trading
 
Plan may be
made until thirty (30) days after the date of the adoption, amendment, modification,
 
or replacement of the Trading Plan.
 
Restricted
 
Persons
 
may
 
not
 
have
 
outstanding
 
and
 
may
 
not
 
subsequently
 
enter
 
into
 
multiple,
 
overlapping
 
Trading
 
Plans
 
that
 
would
qualify for
 
the affirmative
 
defense under
 
Rule 10b5-1
 
for purchases
 
or sales
 
of any
 
class of securities
 
of the
 
Corporation on
 
the open
market
 
during
 
the
 
same
 
period,
 
subject
 
to
 
certain
 
exceptions.
 
Additionally,
 
during
 
any
 
consecutive
 
twelve
 
(12)
 
month
 
period,
Restricted Persons may
 
participate in
 
and rely upon
 
no more than
 
one (1) “single-trade”
 
Trading
 
Plan (i.e., a
 
trading plan designed
 
to
effect
 
the
 
open-market
 
purchase
 
or
 
sale
 
of
 
all
 
of
 
the
 
securities
 
covered
 
by
 
such
 
plan
 
in
 
a
 
single
 
transaction),
 
subject
 
to
 
certain
exceptions.
Among other
 
disclosure obligations
 
regarding Trading
 
Plans, Forms
 
4 and
 
5, which
 
are required
 
to be
 
filed with
 
the SEC
 
by Section
16 Persons,
 
include a
 
checkbox requiring
 
filers to
 
indicate whether
 
a reported
 
transaction was made
 
pursuant to
 
a trading
 
plan that
 
is
intended to
 
satisfy the affirmative
 
defense conditions
 
of Rule 10b5
 
-1. Any Restricted
 
Person that
 
enters into a
 
Trading Plan
 
agrees to
promptly
 
provide
 
to the
 
Corporation
 
upon request
 
any
 
information
 
relating
 
to the
 
Trading
 
Plan that
 
would
 
assist the
 
Corporation
 
in
timely satisfying
 
its disclosure
 
obligations
 
in connection
 
with filings
 
on Form
 
3, 4
 
and 5,
 
Quarterly Reports
 
on Form
 
10-Q,
 
Annual
Reports on Form 10-K, proxy statements, and other SEC filings.
 
IV.
 
TRADING WINDOWS
Assuming
 
that
 
you
 
are
 
not
 
aware
 
of
 
material
 
inside
 
information
 
concerning
 
the
 
Corporation,
 
if
 
you
 
are
 
a
 
member
 
of
 
the
 
Board
 
or
designated
 
as an
 
“officer”
 
of the
 
Corporation
 
pursuant
 
to
 
Section 16
 
of
 
the
 
Exchange
 
Act
 
(collectively,
 
“Section
 
16 Persons”)
 
or
 
a
Designated Employee,
 
you may
 
trade in
 
the Corporation’s
 
securities only
 
(i) during
 
the period
 
beginning one
 
full Trading
 
Day after
the public release
 
of the Corporation’s
 
quarterly and annual
 
earnings and
 
ending on the
 
16th day of
 
the last month
 
of the then-current
fiscal quarter (the “trading
 
window”), and (ii) after you
 
have obtained prior approval from
 
the Corporation’s
 
General Counsel for such
transaction.
 
A
 
request
 
for
 
prior
 
approval
 
should
 
be
 
submitted
 
to
 
the
 
General
 
Counsel
 
at
 
least
 
one
 
Trading
 
Day
 
in
 
advance
 
of
 
the
proposed transaction.
 
Assuming
 
that
 
you
 
do
 
not
 
possess
 
material
 
inside
 
information
 
concerning
 
the
 
Corporation,
 
if
 
you
 
are
 
a
 
Section
 
16
 
Person
 
or
 
a
Designated
 
Employee,
 
you
 
may
 
make
 
an
 
election
 
to
 
acquire
 
the
 
Corporation’s
 
securities
 
pursuant
 
to
 
a
 
Benefit
 
Plan,
 
increase
 
or
decrease the amount of
 
the Corporation’s
 
securities that you acquire through
 
such a Benefit Plan, or
 
make a discretionary change
 
as to
the
 
Corporation’s
 
securities
 
you
 
hold
 
through
 
any
 
such
 
Benefit
 
Plan
 
only
 
(i)
 
during
 
the
 
trading
 
window;
 
and
 
(ii)
 
after
 
you
 
have
obtained
 
prior
 
approval
 
from
 
the
 
Corporation’s
 
General
 
Counsel
 
for
 
any
 
such
 
transaction.
 
A
 
request
 
for
 
prior
 
approval
 
should
 
be
submitted to the General Counsel at least one Trading
 
Day in advance of the proposed transaction.
 
 
 
 
 
6
V.
 
SECTION 16, Regulation BTR and Rule 144
Section 16
 
Persons are
 
subject to
 
special reporting
 
requirements and
 
trading restrictions
 
pursuant to
 
Section 16
 
of the
 
Exchange Act
that do not depend upon
 
whether you are in possession
 
of material non-public information.
 
For example, Section 16 Persons
 
must file
a
 
report
 
with
 
the
 
SEC
 
by
 
the
 
end
 
of
 
the
 
second
 
business
 
day
 
following
 
the
 
day
 
on
 
which
 
they
 
purchase
 
or
 
sell
 
certain
 
of
 
the
Corporation’s
 
securities. The
 
Corporation
 
will assist
 
Section
 
16 Persons
 
in meeting
 
their filing
 
requirements. However,
 
the ultimate
responsibility,
 
and liability,
 
for timely
 
filing remains
 
with the
 
Section 16
 
Person. In
 
order to
 
make a
 
timely filing,
 
it is
 
necessary that
Section 16 Persons provide advance
 
notice of any transaction in the
 
Corporation’s securities
 
to the Corporation’s
 
General Counsel and
that
 
the
 
terms
 
of
 
the
 
transaction,
 
including
 
whether
 
such
 
transaction
 
was
 
conducted
 
pursuant
 
to
 
a
 
Trading
 
Plan,
 
be
 
reported
 
to
 
the
Corporation’s General Counsel by
 
such Section 16 Person or his or her broker within one Trading
 
Day of the transaction.
 
Pursuant
 
to
 
Regulation
 
BTR,
 
Section
 
16
 
Persons
 
are
 
also
 
prohibited
 
from
 
trading
 
in
 
the
 
Corporation’s
 
equity
 
securities
 
during
 
a
pension plan
 
blackout period,
 
which is
 
a three-day
 
or longer
 
period in
 
which more
 
than 50%
 
of the
 
participants in
 
the Corporation’s
benefit
 
plans
 
are
 
prevented
 
from
 
selling
 
or
 
transferring
 
their
 
interest
 
in
 
the
 
Corporation’s
 
securities
 
held
 
in
 
that
 
plan.
 
The
 
trading
prohibition
 
of Regulation
 
BTR only
 
applies to
 
securities that
 
were or
 
are acquired
 
by the
 
Section 16
 
Person
 
in connection
 
with
 
the
Section 16
 
Person’s
 
employment with
 
the Corporation
 
or service
 
on the
 
Board. The
 
Corporation will
 
notify the
 
Section 16
 
Person in
advance
 
of
 
a
 
covered
 
blackout.
 
If
 
a
 
Section
 
16
 
Person
 
trades
 
during
 
that
 
blackout,
 
he
 
or
 
she
 
would
 
violate
 
Regulation
 
BTR
 
and
subject himself
 
or herself
 
to a
 
potential private
 
action to
 
recover any
 
profit gained
 
or loss
 
avoided as
 
a result
 
of not
 
waiting to
 
trade
until the close of the blackout period.
 
Trades made pursuant to a Trading
 
Plan are exempt from Regulation BTR.
In certain
 
situations, Section
 
16 Persons
 
also are
 
required
 
to file
 
a Form
 
144 before
 
making open
 
market
 
sales of
 
the Corporation’s
securities. A
 
Form 144
 
notifies the
 
SEC of
 
the Section
 
16 Person’s
 
intent to
 
sell the
 
Corporation’s
 
securities. Form
 
144 is
 
generally
filled out
 
and filed
 
by the
 
Section 16
 
Person’s
 
brokerage firm
 
in accordance
 
with existing
 
rules regarding
 
Form 144
 
filings and
 
is in
addition to required
 
reports under Section
 
16 of the
 
Exchange Act. If
 
you are a
 
Section 16 Person,
 
you must instruct
 
your broker who
handles trades
 
in the
 
Corporation’s
 
securities to
 
follow the
 
brokerage
 
firm’s
 
Rule 144
 
compliance procedures
 
in connection
 
with all
trades.
 
Section 16
 
Persons may
 
only transact
 
in the
 
Corporation’s
 
securities six
 
(6) months
 
after their
 
most recent
 
opposing purchase
 
or sale
of the Corporation’s securities,
 
unless such trade is exempt. In addition to obtaining pre-approval,
 
a Section 16 Person (or their broker)
must
 
also
 
report
 
each
 
transaction
 
in
 
the
 
Corporation’s
 
securities
 
to
 
the
 
Corporation’s
 
General
 
Counsel
 
no
 
later
 
than
 
the
 
first
 
full
business day
 
after such
 
transaction is
 
executed.
 
Section 16
 
Persons may
 
not trade
 
the Corporation’s
 
securities during
 
a pension
 
plan
blackout. The Corporation will notify the Section 16 Person in advance of an anticipated
 
blackout period.
VI.
 
PENALTIES
Trading
 
on inside
 
information is
 
a crime.
 
Punishment for
 
insider trading
 
violations
 
is severe
 
and could
 
include significant
 
fines
 
and
imprisonment. In addition,
 
the SEC may seek
 
the imposition of
 
a civil penalty
 
of up to three
 
times the profits
 
made, or losses
 
avoided
from
 
trading
 
on
 
inside
 
information.
 
Those
 
who
 
trade
 
on
 
inside
 
information
 
also
 
must
 
return
 
any
 
profits
 
made,
 
and
 
they
 
are
 
often
subject to
 
an injunction
 
against future
 
violations.
 
Finally,
 
under some
 
circumstances, people
 
who trade
 
based on
 
inside information
may be subjected to civil liability in private lawsuits.
Employers
 
and
 
other
 
controlling
 
persons
 
(including
 
supervisory
 
personnel)
 
are
 
also
 
at
 
risk
 
for
 
punishment
 
under
 
federal
 
law
 
for
insider trading violations and if they recklessly fail to take preventive steps to control
 
insider trading.
 
The
 
SEC,
 
the
 
Department
 
of
 
Justice,
 
the
 
national
 
securities
 
exchanges,
 
and
 
the
 
Financial
 
Industry
 
Regulatory
 
Authority
 
have
committed
 
large
 
staffs,
 
computer
 
investigative
 
techniques,
 
and
 
other
 
resources
 
to
 
the
 
detection
 
and
 
prosecution
 
of
 
insider
 
trading
cases. Criminal prosecution and the imposition of fines and/or imprisonment
 
is commonplace.
For
 
all
 
of
 
these
 
reasons,
 
both
 
you
 
and
 
the
 
Corporation
 
have
 
a
 
significant
 
interest
 
in
 
ensuring
 
that
 
insider
 
trading
 
is
 
scrupulously
avoided.
VII.
 
CERTIFICATION
Upon
 
receipt
 
of
 
the
 
Policy
 
Statement,
 
as
 
it relates
 
to
 
Section
 
16
 
Persons
 
or
 
Designated
 
Employees,
 
you
 
must
 
attest
 
to
 
the
 
attached
Certification,
 
either via
 
email correspondence
 
or by
 
completing
 
the Certification,
 
stating that
 
you received
 
the Corporation’s
 
Policy
Statement
 
regarding
 
insider
 
trading
 
and
 
the
 
preservation
 
of
 
the
 
confidentiality
 
of
 
material
 
non-public
 
information
 
and
 
related
procedures,
 
and
 
you
 
agree
 
to comply
 
with
 
it.
 
Please note
 
that
 
you
 
are
 
bound
 
by
 
the
 
Policy Statement
 
whether
 
or
 
not you
 
sign
 
the
Certification. On an annual basis, Section
 
16 Persons and Designated Employees
 
will be required to confirm your compliance
 
with the
Policy Statement by attesting and certifying with the statements included
 
in the attached Certification.
 
 
 
7
VIII.
 
EFFECTIVITY OF POLICY AND POLICY AMENDMENT
1.
This Policy Statement
 
has been approved
 
by the Board
 
and supersedes the
 
former Insider Trading
 
Policy previously adopted
by the Board.
 
2.
This Policy
 
Statement will
 
be administered
 
and interpreted
 
by the
 
Corporate Governance
 
and Nominating
 
Committee of
 
the
Board, which shall
 
have the discretion
 
to submit for
 
approval by the
 
Board any amendments
 
or modifications, in
 
whole or in
part.
 
 
 
8
FIRST BANCORP.
POLICY STATEMENT
 
CERTIFICATION
I hereby certify that I:
a.
have
 
read
 
and
 
understand
 
the
 
Policy
 
Statement
 
on
 
Inside
 
Information
 
and
 
Insider
 
Trading
 
and
 
related
procedures, a copy of which was distributed with this certificate;
b.
understand that
 
if I fail
 
to comply with
 
the policy
 
and procedures
 
set forth in
 
the Policy Statement,
 
I could
be subject to the penalties described in Section II-D of the Policy Statement,
 
as well as disciplinary action;
 
c.
 
have complied with the foregoing policy and procedures;
 
d.
 
will continue to comply with the policy and procedures set forth in the Policy Statement;
 
e.
 
will
 
request
 
prior
 
approval
 
of
 
all
 
proposed
 
trades
 
in
 
the
 
Corporation’s
 
securities,
 
including
 
sales,
acquisitions,
 
and
 
gifts
 
of
 
the
 
Corporation’s
 
securities,
 
if
 
I
 
am
 
a
 
Section
 
16
 
Person
 
or
 
a
 
Designated
Employee, each
 
as defined
 
in this
 
Policy Statement,
 
unless not
 
required pursuant
 
to this
 
Policy Statement;
and
 
f.
 
will
 
report
 
all
 
transactions
 
in
 
the
 
Corporation’s
 
securities
 
if
 
I
 
am
 
a
 
Section
 
16
 
Person,
 
as
 
defined
 
in
 
the
Policy Statement.
Signature: ________________________________
Name: ___________________________________
 
(please print)
Department or Title: ________________________
Date: ____________________________________