SEC Form 4 · accession 0001209191-17-008975
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
Feb 7, 2017
Accepted (ET)
Feb 9, 2017 · 11:39 am 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,F2 | Feb 7, 2017 | A | 9,078 | $0.00 | A | 21,265 | D | |
| Common Stock | holding | — | — | — | 201,621 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 40,000 | 40,000 | D |
| Options to Purchase Common StockF5 | $16.00 | holding | — | — | — | — | Sep 24, 2017 | Common Stock | 23,333 | 23,333 | D |
Explanation of responses
- F19,078 restricted shares of common stock were granted to the Reporting Person on February 7, 2017, pursuant to the 2016 Management Incentive Plan developed under and pursuant to the 2007 Equity and Incentive Plan, as amended and restated July 31, 2014. The restricted stock award vests 50% on the second Tuesday in December 2017 (i.e., December 12, 2017), and the remaining 50% on the second Tuesday in December 2018 (i.e., December 11, 2018).
- 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.
- F3Each restricted stock unit represents a contingent right to receive one share of CUNB stock.
- F4The 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).
- F5As of filing date, the stock option grant is 100% vested and immediately exercisable.