SEC Form 4 · accession 0001209191-17-017738
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
Mar 2, 2017
Accepted (ET)
Mar 3, 2017 · 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 Stock | Mar 2, 2017 | M | 11,944 | $16.00 | A | 213,565 | I | Trustee of the David and Anne Rainer Trust |
| Common StockF2 | Mar 2, 2017 | S | 11,944 | $38.57 | D | 201,621 | I | Trustee of the David and Anne Rainer Trust |
| Common Stock | Mar 3, 2017 | M | 11,389 | $16.00 | A | 213,010 | I | Trustee of the David and Anne Rainer Trust |
| Common StockF3 | Mar 3, 2017 | S | 11,389 | $38.05 | D | 201,621 | I | Trustee of the David and Anne Rainer Trust |
| Common StockF4 | holding | — | — | — | 21,265 | D | ||
| 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 StockF5 | $16.00 | Mar 2, 2017 | M | 11,944 | D | — | Sep 24, 2017 | Common Stock | 23,333 | 11,389 | D |
| Options to Purchase Common StockF5 | $16.00 | Mar 3, 2017 | M | 11,389 | D | — | Sep 24, 2017 | Common Stock | 11,389 | 0 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 30, 2017.
- F2This 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 $38.25 to $39.55 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.
- F3This 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 $38.00 to $38.35 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.
- F4Includes 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.
- F5As of filing date, the stock option grant is 100% vested and immediately exercisable.
- F6Each restricted stock unit represents a contingent right to receive one share of CUNB stock.
- F7The 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).