SEC Form 4 · accession 0001309022-17-000004

PACIFIC CONTINENTAL CORP · PCBK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rachel Ulrich

Officer — CHIEF ADMINISTRATIVE OFFICER

Period of report

Nov 1, 2017

Accepted (ET)

Nov 2, 2017 · 7:21 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001084717

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
COMMON STOCK^F1	Nov 1, 2017	D	7,918	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
STOCK OPTION^F1,F2,F4	$11.30	Nov 1, 2017	D	3,499	D	—	Apr 20, 2020	COMMON STOCK	3,499	D
STOCK OPTION^F1,F2,F4	$12.07	Nov 1, 2017	D	4,726	D	—	Apr 21, 2019	COMMON STOCK	4,726	D
STOCK OPTION^F1,F2,F4	$14.24	Nov 1, 2017	D	2,000	D	—	Apr 7, 2018	COMMON STOCK	2,000	D
RESTRICTED STOCK UNIT^F1,F3,F4	—	Nov 1, 2017	D	668	D	—	—	COMMON STOCK	668	D
RESTRICTED STOCK UNIT^F1,F3,F4	—	Nov 1, 2017	D	1,816	D	—	—	COMMON STOCK	1,816	D
RESTRICTED STOCK UNIT^F1,F3,F4	—	Nov 1, 2017	D	2,112	D	—	—	COMMON STOCK	2,112	D

Explanation of responses

F1In connection with the merger of Pacific Continental Corporation ("Pacific Continental") with and into Columbia Banking System, Inc. ("Columbia") on November 1, 2017 (the "Merger"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 9, 2017, by and among Columbia, Pacific Continental and Coast Merger Sub, Inc., each outstanding Pacific Continental common share was converted into the right to receive 0.6430 of a Columbia common share.
F2At the effective time of the Merger, each outstanding stock option of Pacific Continental was cancelled and only entitled the holders thereof to receive (without interest), an amount in cash equal to the product of (i) the number of Pacific Continental common shares subject to such options immediately prior to the effective time of the Merger, multiplied by (ii) the excess, if any of (A) $27.00, the Equity Award Cashout Price over (B) the exercise price per Pacific Continental common share of such options less applicable taxes required to be withheld with respect to such payment. The Equity Award Cashout Price is equal to (A) 0.6430 multiplied by (B) $41.99, which was the Columbia average closing price for the 20 consecutive Nasdaq trading days ending on and including the trading day that was five trading days prior to the effective time of the Merger.
F3At the effective time of the Merger, each outstanding restricted stock unit of Pacific Continental ("Pacific Continental Restricted Stock Units"), whether vested or unvested, was cancelled and only entitled the holder of such Pacific Continental Restricted Stock Units to receive (without interest), an amount in cash equal to (i) the number of Pacific Continental common shares subject to such Pacific Continental Restricted Stock Units immediately prior to the effective time of the Merger, multiplied by (ii) $27.00, the Equity Award Cashout Price, less applicable taxes required to be withheld with respect to such payment.
F4These Pacific Continental Stock Options and Pacific Continental Restricted Stock Units were cancelled at the effective time of the Merger and converted into the right to receive the consideration described in notes (2) or (3) above.