SEC Form 4 · accession 0000902664-15-003807
PACIFIC MERCANTILE BANCORP · PMBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 30, 2015
Accepted (ET)
Oct 1, 2015 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001109546
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Sep 30, 2015 | A | 2,015,055 | — | A | 2,078,517 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-2 Convertible 8.4% Noncumulative Preferred StockF1,F2,F3,F4,F5 | $5.32 | Sep 30, 2015 | D | 75,000 | A | — | — | Common Stock | 1,409,774 | 0 | I |
Explanation of responses
- F1SBAV (as defined below) disposed of (i) 75,000 shares of Series B-1 Convertible 8.4% Noncumulative Preferred Stock, (ii) 23,597 shares of Series C 8.4% Noncumulative Preferred Stock and (iii) warrants to purchase 352,444 shares of common stock, no par value (the "Common Stock") of Pacific Mercantile Bancorp (the "Issuer") in exchange for an aggregate of 2,015,055 shares of Common Stock pursuant to an Exchange Agreement (the "Exchange Agreement") dated as of August 28, 2015 by and among the Issuer and certain holders listed on Exhibit A attached thereto. The Exchange Agreement contained certain material conditions to closing which were satisfied on September 30, 2015.
- F2By virtue of (i) serving as the investment manager of SBAV LP, a Delaware limited partnership ("SBAV") and (ii) a sub-advisory agreement governing a mutual fund portfolio ("WKCAX"), Clinton Group, Inc., a Delaware corporation ("Clinton") has voting power and investment discretion with respect to the securities reported herein which are held by SBAV and WKCAX. By virtue of serving as the general partner of SBAV, SBAV GP (as defined below) has voting power and investment discretion with respect to the securities reported herein which are held by SBAV.
- F3Mr. George Hall serves as the Chief Executive Officer of Clinton and as the managing member of SBAV GP, LLC, a Delaware limited liability company ("SBAV GP"). Mr. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of Clinton.
- F4The Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein.
- F5The Series B-2 Convertible 8.4% Noncumulative Preferred Stock reported herein is convertible at any time, at the holder's election, and has no expiration date.
Remarks
Mr. Daniel Strauss, an employee of Clinton, serves as a member of the board of directors of the Issuer. The Reporting Persons may therefore be deemed to be a director by deputization.