SEC Form 4 · accession 0001309022-17-000005
PACIFIC CONTINENTAL CORP · PCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitchell Hagstrom
Officer — CHIEF BANKING OFFICER
Period of report
Nov 1, 2017
Accepted (ET)
Nov 2, 2017 · 7:55 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 STOCKF1 | Nov 1, 2017 | D | 55,325 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTIONF1,F2,F4 | $11.30 | Nov 1, 2017 | D | 5,368 | D | — | Apr 20, 2020 | COMMON STOCK | 5,368 | 0 | D |
| STOCK OPTIONF1,F2,F4 | $12.07 | Nov 1, 2017 | D | 7,910 | D | — | Apr 21, 2021 | COMON STOCK | 7,910 | 0 | D |
| STOCK OPTIONF1,F2,F4 | $14.44 | Nov 1, 2017 | D | 7,303 | D | — | Feb 20, 2018 | COMMON STOCK | 7,303 | 0 | D |
| RESTRICTED STOCK UNITF1,F3,F4 | — | Nov 1, 2017 | D | 1,546 | D | — | — | COMMON STOCK | 1,546 | 0 | D |
| RESTRICTED STOCK UNITF1,F3,F4 | — | Nov 1, 2017 | D | 3,644 | D | — | — | COMMON STOCK | 3,644 | 0 | D |
| RESTRICTED STOCK UNITF1,F3,F4 | — | Nov 1, 2017 | D | 4,095 | D | — | — | COMMON STOCK | 4,095 | 0 | 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 holders 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.