SEC Form 4 · accession 0001104659-15-069902

SQUARE 1 FINANCIAL INC · SQBK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert I Usdan

Director

Period of report

Oct 6, 2015

Accepted (ET)

Oct 8, 2015 · 2:58 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001329799

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Class A Common Stock^F1,F2,F3	Oct 6, 2015	D	1,145	—	D	I	Endicott Management Co.
Class B Common Stock^F1,F2,F4	Oct 6, 2015	D	831,727	—	D	I	By Endicott Opportunity Partners III, LP
Class A Common Stock^F1,F2,F4	Oct 6, 2015	D	1,898,842	—	D	I	By Endicott Opportunity Partners III, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2,F3,F5	—	Oct 6, 2015	D	1,031	D	—	—	Class A Common Stock	1,031	0	I

Explanation of responses

F1On October 6, 2015, pursuant to the Agreement and Plan of Merger, dated March 1, 2015, between PacWest Bancorp ("PacWest") and Square 1 Financial, Inc. ("Square 1"), Square 1 merged with and into PacWest, and each outstanding share of Square 1 common stock was converted into the right to receive 0.5997 of a share of PacWest common stock, with cash paid in lieu of fractional shares at a rate of $42.7827 per share (the "Average Closing Price"). At the effective time of the merger, each outstanding option to acquire shares of Square 1 common stock, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the total number of shares of Square 1 common stock subject to such option and
F2(ii) the excess, if any, of (A) the product of (1) the Average Closing Price and (2) 0.5997 over (B) the exercise price per share of Square 1 common stock underlying such option, less any applicable taxes to be withheld with respect to such payment. Each outstanding restricted stock unit issued under Square 1's stock plan, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the number of shares of Square 1 common stock subject to such restricted stock unit award and (ii) the product of (A) the Average Closing Price and (B) 0.5997. In connection with the merger, the reporting person has the right to receive 1,638,209 shares of PacWest common stock and $26,452.16 in cash, subject to any required tax withholding under applicable law. On October 6, 2015, the effective date of the merger, the closing price of PacWest common stock was $43.97 per share.
F3Mr. Usdan is a shareholder and Co-President of the Endicott Management Co. Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the securities owned by this entity. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
F4Mr. Usdan serves as the managing member of W.R. Endicott III, L.L.C., the general partner of Endicott Opportunity Partners III, L.P. ("EOP III"). Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the shares of Class A and Class B common stock owned by EOP III. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
F5These restricted stock units were cancelled at the effective time of the merger and converted into the right to receive the consideration as described in notes (1) and (2) above.