Form 4 MVB FINANCIAL CORP For: May 20 Filed by: Greathouse Craig Bradley

May 24, 2022 9:05 AM EDT

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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 *
Greathouse Craig Bradley

(Last) (First) (Middle)
3000 SWISS PINE WAY
SUITE 100

(Street)
MORGANTOWN WV 26501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MVB FINANCIAL CORP [ MVBF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Administrative Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022
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)
Code V Amount (A) or (D) Price
Common Stock 05/20/2022   M   1,715 (1) (2) A $ 0 9,747 D  
Common Stock 05/20/2022   M   1,269 (2) (3) A $ 0 11,016 D  
Common Stock 05/20/2022   M   792 (4) (5) A $ 0 11,808 D  
Common Stock 05/20/2022   F   1,167 D $ 0 10,641 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RSU - TSR $ 0 05/20/2022   M     1,109 05/20/2022   (6) Common Stock 1,109.00 $ 0 0 D  
RSU - ROA Award $ 0 05/20/2022   M     820 05/20/2022   (7) Common Stock 820.00 $ 0 0 D  
RSU - Time-Vested Award $ 0 05/20/2022   M     765 05/20/2020   (8) Common Stock 765.00 $ 0 1,532 D  
Explanation of Responses:
1. Includes 52 dividend equivalent shares accrued since the time of grant.
2. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted on May 20, 2019. The performance conditions applicable to the award were determined to have been satisfied by the Company's HR & Compensation Committee.
3. Includes 39 dividend equivalent shares accrued since the time of grant.
4. Includes 27 dividend equivalent shares accrued since the time of grant.
5. 1/5 of the restricted units, granted May 20, 2019, have vested and are being issued.
6. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and will vest in one installment at the end of three years upon meeting the Total Shareholder Return target.
7. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended), which vest in one installment at the end of three years upon meeting the established ROA target.
8. The restricted units were granted pursuant to the 2013 Stock Incentive Plan (Amended) and have a five-year graded vesting schedule assuming continued employment with the Company.
Lisa J. McCormick, POA for Craig Bradley Greathouse 05/23/2022
** 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).
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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POWER OF ATTORNEY


       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lisa J. McCormick and Eric L. Tichenor, signing singly, the
undersigneds true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned?s
capacity as an officer and/or director of MVB Financial Corp. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3)    take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-facts discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigneds holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of July 2020.




                        /s/ Craig Bradley Greathouse








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