SEC Form 4 · accession 0001209191-15-070565
CU Bancorp · CUNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David I Rainer
Officer — Chairman & CEO · Director
Period of report
Sep 12, 2015
Accepted (ET)
Sep 14, 2015 · 5:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001543643
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 12, 2015 | F | 3,006 | $21.88 | D | 23,100 | D | |
| Common Stock | holding | — | — | — | 183,966 | I | Trustee of the David and Anne Rainer Trust | |
| Common Stock | holding | — | — | — | 31,634 | I | IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF3 | $12.20 | holding | — | — | — | — | Apr 27, 2017 | Common Stock | 10,000 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 40,000 | 40,000 | D |
| Options to Purchase Common StockF3 | $16.00 | holding | — | — | — | — | Sep 24, 2017 | Common Stock | 23,333 | 23,333 | D |
| Options to Purchase Common StockF3 | $17.50 | holding | — | — | — | — | Feb 26, 2017 | Common Stock | 60,000 | 60,000 | D |
| Options to Purchase Common StockF3 | $22.00 | holding | — | — | — | — | Apr 25, 2016 | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1The Reporting Person is reporting the withholding by CU Bancorp of 3,006 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of 8,000 shares of restricted stock into common stock on September 12, 2015, in accordance with the vesting schedule set forth in the restricted stock grant. The Reporting Person is holding the remaining 4,994 shares in the name of his Trust.
- F2Includes shares of restricted stock subject to a vesting schedule set forth in the restricted stock grant and subject to forfeiture upon the occurrence of certain events specified in the restricted stock grant.
- F3As of filing date, the stock option grant is 100% vested and immediately exercisable.
- F4Each restricted stock unit represents a contingent right to receive one share of CUNB stock.
- F5The restricted stock units will vest in three(3) installments to which 20,000 shares will vest on March 19, 2017 and 10,000 shares will vest on each March 19, 2018 and 2019. Vested shares will be delivered to the Reporting Person on or before March 15 in the calendar year following the vesting except to the extent that CUNB reasonably anticipates that CUNB's corporate income tax deduction for the payment of shares will be limited or eliminated as a result of the application of Internal Revenue Code Section 162(m). CUNB will defer the payment and delivery of such shares to the earliest date where CUNB reasonably anticipates that such deduction will not be limited or eliminated by application of Internal Revenue Code Section 162(m).