SEC Form 4 · accession 0000902664-15-004514
PACIFIC MERCANTILE BANCORP · PMBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 10, 2015
Accepted (ET)
Dec 14, 2015 · 8:20 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 | Dec 10, 2015 | S | 21,200 | $7.05 | D | 1,318,182 | I | See footnotes |
| Common StockF4,F1,F2,F3 | Dec 11, 2015 | S | 118,727 | $7.0255 | D | 1,199,455 | I | See footnotes |
| Common StockF5,F1,F2,F3 | Dec 14, 2015 | S | 99,595 | $6.9831 | D | 1,099,860 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd. directly hold these securities. By virtue of serving as the investment manager of Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd. (together, the "Funds"), Clinton Group, Inc., a Delaware corporation ("Clinton") has voting power and investment discretion with respect to the securities reported herein which are held by the Funds.
- F2Mr. George Hall serves as the Chief Executive Officer of Clinton. 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.
- F3The 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.01 to $7.06, 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 herein.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.98 to $7.05, 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 herein.
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.