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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PACIFIC MERCANTILE BANCORP [ PMBC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/30/2015 | A | 2,015,055 | A | (1) | 2,078,517 | I | See footnotes(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series B-2 Convertible 8.4% Noncumulative Preferred Stock | $5.32 | 09/30/2015 | D | 75,000 | (5) | (5) | Common Stock | 1,409,774 | (1) | 0 | I | See footnotes(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. SBAV (as defined below) disposed of (i) 75,000 shares of Series B-1 Convertible 8.4% Noncumulative Preferred Stock, (ii) 23,597 shares of Series C 8.4% Noncumulative Preferred Stock and (iii) warrants to purchase 352,444 shares of common stock, no par value (the "Common Stock") of Pacific Mercantile Bancorp (the "Issuer") in exchange for an aggregate of 2,015,055 shares of Common Stock pursuant to an Exchange Agreement (the "Exchange Agreement") dated as of August 28, 2015 by and among the Issuer and certain holders listed on Exhibit A attached thereto. The Exchange Agreement contained certain material conditions to closing which were satisfied on September 30, 2015. |
| 2. By virtue of (i) serving as the investment manager of SBAV LP, a Delaware limited partnership ("SBAV") and (ii) a sub-advisory agreement governing a mutual fund portfolio ("WKCAX"), Clinton Group, Inc., a Delaware corporation ("Clinton") has voting power and investment discretion with respect to the securities reported herein which are held by SBAV and WKCAX. By virtue of serving as the general partner of SBAV, SBAV GP (as defined below) has voting power and investment discretion with respect to the securities reported herein which are held by SBAV. |
| 3. Mr. George Hall serves as the Chief Executive Officer of Clinton and as the managing member of SBAV GP, LLC, a Delaware limited liability company ("SBAV GP"). Mr. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of Clinton. |
| 4. The Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. |
| 5. The Series B-2 Convertible 8.4% Noncumulative Preferred Stock reported herein is convertible at any time, at the holder's election, and has no expiration date. |
| Remarks: |
| Mr. Daniel Strauss, an employee of Clinton, serves as a member of the board of directors of the Issuer. The Reporting Persons may therefore be deemed to be a director by deputization. |
| Clinton Group, Inc., By: /s/ George Hall, its President | 10/01/2015 | |
| /s/ George Hall | 10/01/2015 | |
| SBAV LP, By: SBAV GP LLC, its General Partner, By: /s/ George Hall, its Managing Member | 10/01/2015 | |
| SBAV GP LLC, By: /s/ George Hall, its Managing Member | 10/01/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||