SEC Form 4 · accession 0000902664-15-004424
PACIFIC MERCANTILE BANCORP · PMBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 27, 2015
Accepted (ET)
Dec 1, 2015 · 7:05 pm EST
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,F6 | Nov 27, 2015 | S | 13,500 | $6.7116 | D | 1,396,382 | I | See footnotes |
| Common StockF5,F2,F3,F4,F6 | Nov 30, 2015 | S | 57,000 | $6.7392 | D | 1,339,382 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.7114 to $6.7117, inclusive. The Reporting Person undertakes to provide to Pacific Mercantile Bancorp, any security holder of Pacific Mercantile Bancorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (5) to this Form 4.
- 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 were 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 were 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.73 to $6.76, inclusive.
- F6Effective November 30, 2015, SBAV distributed in-kind, without consideration, the shares held by it to Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd., its limited partners for which Clinton serves as the investment manager. By virtue of serving as the investment manager of Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd., Clinton continues to have voting power and investment discretion with respect to such shares.
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.