Cobiz Financial (COBZ) Form 4 COBIZ FINANCIAL / LYNE B ANDRICH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDRICH LYNE B

(Last) (First) (Middle)

1401 LAWRENCE ST.

STE. 1200

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COBIZ FINANCIAL INC [ COBZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, COO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2018		D		106,377	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$8.69	10/01/2018(2)(3)		D			150	05/15/2013	05/15/2020	Common Stock	150	$0	0	D

Explanation of Responses:

1. Shares disposed of pursuant to the Agreement and Plan of Merger, dated as of June 17, 2018 (the "Merger Agreement"), by and among CoBiz Financial Inc. ("Issuer"), and BOK Financial Corporation ("BOKF Parent"), and BOKF Merger Corporation Number Sixteen ("Merger Sub"), a wholly owned subsidiary of BOKF Parent, on October 1, 2018, Issuer was merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the "Merger"). At the time of the merger, each share of Issuer common stock was converted into the right to receive merger consideration consisting of (i) 0.17 shares of BOKF Parent common stock and (ii) $5.70 cash ("Merger Consideration"). Disposed shares includes unvested restricted stock previously granted under an Equity Incentive Compensation Plan of the Issuer which became fully vested at the time of the merger and eligible to receive Merger Consideration.

2. Stock options were fully vested and exerciseable at the time of the Merger.

3. Pursuant to the Agreement and Plan of Merger, dated as of June 17, 2018 (the "Merger Agreement"), by and among, CoBiz Financial Inc. ("Issuer"), and BOK Financial Corporation ("BOKF Parent"), and BOKF Merger Corporation Number Sixteen ("Merger Sub"), a wholly owned subsidiary of BOKF Parent, on October 1, 2018, Issuer was merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the "Merger"). Outstanding and unexercised stock options were canceled and converted to the right to receive merger consideration consisting of BOKF Parent common stock and cash based on the formula described in Section 1.9 of the Merger Agreement. Each Issuer common share resulting from the cancellation and conversion of a stock option was exchanged for 0.17 shares of BOKF Parent common stock and $5.70 cash.

	Lyne Andrich	10/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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