| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2018 | 3. Issuer Name and Ticker or Trading Symbol First Western Financial Inc [ MYFW ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 170,585(1) | D | |
| Common Stock | 7,086 | I | By Eric & Susan Sipf Family Foundation(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Nonqualified Stock Option (right to buy) | (3) | 01/17/2022 | Common Stock | 2,725 | 25 | D | |
| Nonqualified Stock Option (right to buy) | (4) | 04/17/2023 | Common Stock | 1,920 | 20 | D | |
| Nonqualified Stock Option (right to buy) | (5) | 12/02/2023 | Common Stock | 2,105 | 20 | D | |
| Nonqualified Stock Option (right to buy) | (6) | 02/25/2025 | Common Stock | 1,433 | 24.32 | D | |
| Nonqualified Stock Option (right to buy) | (7) | 12/23/2025 | Common Stock | 1,697 | 25 | D | |
| Nonqualified Stock Option (right to buy) | (8) | 10/07/2026 | Common Stock | 2,099 | 27 | D | |
| Nonqualified Stock Option (right to buy) | (9) | 10/24/2026 | Common Stock | 1,946 | 27 | D | |
| Make Whole Right | (10) | (10) | Common Stock | 5,000(10) | 0 | D | |
| Explanation of Responses: |
| 1. Includes 701 restricted stock units that vest in two substantially equal installments on January 1, 2021, and January 1, 2023, subject to the continued service of the reporting person. |
| 2. The reporting person serves as Chairman of the Eric & Susan Sipf Family Foundation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. The option is currently exercisable. The option previously vested in accordance with its terms. |
| 4. The option is currently exercisable. The option previously vested in accordance with its terms. |
| 5. The option is vested as to 1,684 shares, and the remaining 421 shares vest on December 2, 2018, subject to the continued service of the reporting person. |
| 6. The option is vested as to 859 shares, and the remaining 574 shares vest in two equal annual installments beginning on February 25, 2019, subject to the continued service of the reporting person. |
| 7. The option is vested as to 678 shares, and the remaining 1,019 shares vest in three substantially equal annual installments beginning on December 23, 2018, subject to the continued service of the reporting person. |
| 8. The option is vested as to 419 shares, and the remaining 1,680 shares vest in four substantially equal annual installments beginning on October 7, 2018, subject to the continued service of the reporting person. |
| 9. The option is currently exercisable. The option previously vested in accordance with its terms. |
| 10. As described in the Company's registration statement filed with the U.S. Securities and Exchange Commission on July 9, 2018 (the "S-1"), the Company will issue a number of shares of the Company's common stock, no par value ("Common Stock") pursuant to Make Whole Rights that depends in part on the initial public offering ("IPO") price of the Common Stock and the 10-day volume weighted average price of the Common Stock (the "VWAP") commencing on the trading day that is 20 business days following the effective date of the IPO. If the VWAP is equal to the anticipated IPO price of $20.00 per share, which is the midpoint of the price range set forth on the cover page of the S-1, the reporting person will receive an aggregate of 5,000 shares of Common Stock pursuant to Make Whole Rights. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Scott C. Wylie, attorney-in-fact | 07/18/2018 | |
| ** 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 5 (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. | ||
