Statement of Changes in Beneficial Ownership (4)
February 23 2023 - 4:30PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Dods Christopher L |
2. Issuer Name and Ticker or Trading Symbol
FIRST HAWAIIAN, INC.
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FHB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE CH & CHIEF OPERATING OFCR |
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(Last)
(First)
(Middle)
C/O FIRST HAWAIIAN, INC., 999 BISHOP STREET, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2023 |
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(Street)
HONOLULU, HI 96813
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/21/2023 | | A | | 4852 (1) | A | $0 | 49942 | D |
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| Common Stock | 2/21/2023 | | F | | 1628 (2) | D | $26.73 | 48314 | D |
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| Common Stock | 2/22/2023 | | A | | 10479 (3) | A | $0 | 58793 | D |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Represents shares of common stock of First Hawaiian, Inc. ("Common Stock") underlying performance share awards granted in 2020 and earned based on the satisfaction of performance-based vesting requirements over a three-year performance period ending on December 31, 2022 and continued employment through the determination date. The Compensation Committee of the Board of Directors of First Hawaiian, Inc. determined and approved the amount of Common Stock earned in respect of such performance share awards on February 21, 2023 and such performance share awards will be settled in shares of Common Stock no later than March 23, 2023. |
| (2) | Represents shares of Common Stock withheld to satisfy withholding obligations in connection with the delivery of the Common Stock underlying the performance share awards described in footnote 1 above. |
| (3) | Represents restricted stock units that will vest in three equal annual installments beginning on February 22, 2024 and settle in shares of Common Stock on a one-for-one basis, subject to continued employment through the applicable vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Dods Christopher L
C/O FIRST HAWAIIAN, INC.
999 BISHOP STREET, 8TH FLOOR
HONOLULU, HI 96813 |
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| VICE CH & CHIEF OPERATING OFCR |
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Signatures
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| /s/ Lisa Kamibayashi as Attorney-in-Fact for Christopher L. Dods | | 2/23/2023 |
| **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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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