SEC Form 4 · accession 0001209191-16-153405
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
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 5:11 pm EST
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 | Dec 1, 2016 | M | 38,000 | $17.50 | A | 70,546 | D | |
| Common StockF1,F3,F4 | Dec 1, 2016 | S | 38,000 | $27.85 | D | 32,546 | D | |
| Common StockF1 | Dec 2, 2016 | M | 11,000 | $17.50 | A | 43,546 | D | |
| Common StockF1,F3,F5 | Dec 2, 2016 | S | 11,000 | $27.88 | D | 32,546 | D | |
| Common StockF1 | Dec 5, 2016 | M | 7,000 | $17.50 | A | 39,546 | D | |
| Common StockF1,F3,F6 | Dec 5, 2016 | S | 7,000 | $28.67 | D | 32,546 | D | |
| Common Stock | holding | — | — | — | 182,876 | 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 StockF9 | $17.50 | Dec 1, 2016 | M | 38,000 | D | — | Feb 26, 2017 | Common Stock | 38,000 | 22,000 | D |
| Options to Purchase Common StockF9 | $17.50 | Dec 2, 2016 | M | 11,000 | D | — | Feb 26, 2017 | Common Stock | 11,000 | 11,000 | D |
| Options to Purchase Common StockF9 | $17.50 | Dec 5, 2016 | M | 7,000 | D | — | Feb 26, 2017 | Common Stock | 7,000 | 4,000 | D |
| Restricted Stock UnitsF7,F8 | — | holding | — | — | — | — | — | Common Stock | 40,000 | 40,000 | D |
| Options to Purchase Common StockF9 | $16.00 | holding | — | — | — | — | Sep 24, 2017 | Common Stock | 23,333 | 23,333 | D |
Explanation of responses
- F1Includes 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.
- F2The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 1, 2016.
- F3Represents the aggregate of sales effected on the same day at different prices.
- F4This figure represents the weighted average sale price for all transactions, which are being aggregated and reported on a single line, as the transactions were all effectuated within a one dollar range, ranging from $27.70 to $28.10 per share. The Reporting Person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.
- F5This figure represents the weighted average sale price for all transactions, which are being aggregated and reported on a single line, as the transactions were all effectuated within a one dollar range, ranging from $27.75 to $28.25 per share. The Reporting Person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.
- F6This figure represents the weighted average sale price for all transactions, which are being aggregated and reported on a single line, as the transactions were all effectuated within a one dollar range, ranging from $28.53 to $28.88 per share. The Reporting Person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.
- F7Each restricted stock unit represents a contingent right to receive one share of CUNB stock.
- F8The 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).
- F9As of filing date, the stock option grant is 100% vested and immediately exercisable.