SEC Form 4 · accession 0001104659-18-056959
PACIFIC MERCANTILE BANCORP · PMBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 14, 2018
Accepted (ET)
Sep 14, 2018 · 5:52 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 | Sep 14, 2018 | J | 1,467,155 | $0.00 | D | 5,950,438 | I | See footnote |
| Series A Non-Voting Preferred StockF1,F2 | Sep 14, 2018 | J | 1,467,155 | $0.00 | A | 1,467,155 | I | See footnote |
| Series A Non-Voting Preferred StockF1,F3 | Sep 14, 2018 | S | 1,467,155 | $8.25 | D | 0 | I | See footnote |
| Common StockF1,F3 | Sep 14, 2018 | S | 2,169,208 | $8.25 | D | 3,781,230 | I | See footnote |
| Common StockF1,F4 | Sep 14, 2018 | S | 3,781,230 | $8.25 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Held directly by Carpenter Community BancFund, LP and Carpenter Community BancFund-A, LP (the "Carpenter Funds") and beneficially owned by Carpenter Fund Manager GP, LLC (the "General Partner") as general partner of the Carpenter Funds. The General Partner disclaims beneficial ownership of the securities, except to the extent that the General Partner has a pecuniary interest, if any, in such funds.
- F2The Issuer entered into an Exchange Agreement with the Carpenter Funds pursuant to which the Carpenter Funds exchanged an aggregate of 1,467,155 shares of the Common Stock, on a one-for-one basis, for 1,467,155 shares of Series A Non-Voting Preferred Stock.
- F3The Carpenter Funds sold 1,467,155 shares of Series A Non-Voting Preferred Stock and 2,169,208 shares of Common Stock to Patriot Financial Partners III, L.P. pursuant to a stock purchase agreement in a privately negotiated transaction.
- F4The Carpenter Funds sold an aggregate of 3,781,230 shares of Common Stock to accredited investors pursuant to separate stock purchase agreements in privately negotiated transactions.