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)
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2. Issuer Name and Ticker or Trading Symbol
CENTRAL PACIFIC FINANCIAL CORP [ CPF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2024 | ||||||||||||||||||||||||||
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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 | 03/12/2024 | S(1) | 3,333 | D | $19.3247(2) | 88,689 | I | Co-Trustee of Hines & Ngo 2000 Family Trust dtd 4/18/00 | ||
| Common Stock | 5,886 | I | CPB Foundation | |||||||
| Common Stock(3) | 5,995 | D | ||||||||
| Common Stock(4) | 6,793 | D | ||||||||
| Common Stock(5) | 1,689 | D | ||||||||
| Common Stock(6) | 7,645 | D | ||||||||
| Common Stock | 3,548 | D | ||||||||
| Common Stock(7)(8) | 5,594 | D | ||||||||
| Common Stock(9) | 2,056 | D | ||||||||
| Common Stock(10) | 3,365 | D | ||||||||
| Common Stock(11) | 3,424 | D | ||||||||
| Common Stock(12) | 3,039 | D | ||||||||
| Common Stock(13) | 5,717 | D | ||||||||
| Common Stock(14) | 9,746 | D | ||||||||
| Common Stock(14) | 6,363 | D | ||||||||
| Common Stock(15) | 2,375 | D | ||||||||
| Common Stock(16) | 3,681 | D | ||||||||
| Common Stock(17) | 3,128 | D | ||||||||
| Common Stock(18) | 2,258 | D | ||||||||
| Common Stock | 9,480 | D | ||||||||
| Common Stock(19) | 5,767 | D | ||||||||
| Common Stock | 2,714 | I | Robert Hines IRA | |||||||
| Common Stock(20) | 2,855 | D | ||||||||
| Common Stock(21) | 11,431 | D | ||||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 Plan entered into by the reporting person on May 1, 2023. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. |
| 2. Represents the weighted average purchase price. The shares were purchased at prices ranging from $19.175 to $19.45 per share. Full information regarding the number of shares purchased at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request. |
| 3. 2/15/17 PSU Grant that cliff vests on 2/18/20 based on 2019 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/18/20. |
| 4. 2/15/18 PSU Grant that cliff vests on 2/16/21 based on 2020 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/21. |
| 5. 2/15/19 PSU Grant that cliff vests on 2/15/22 based on 2021 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/15/22. |
| 6. 2/16/16 PSU Grant that cliff vests on 2/15/19 based on 2018 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/15/19. |
| 7. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/16/23. |
| 8. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/23. |
| 9. 2/16/21 PSU Grant that cliff vests on 2/16/23. Amount reported is actual number of shares that vested and were issued on 2/16/23. |
| 10. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years |
| 11. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years |
| 12. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years. |
| 13. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years |
| 14. 2/16/21 RSU Time-Based Grant. Shares vest evently over 2 years |
| 15. 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years |
| 16. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years. |
| 17. RSU time-based grant. Shares vest evenly over 3 years |
| 18. RSUs time-based; granted 2/17/15 |
| 19. RSUs performance-based were originally filed on 3/4/2014 at the maximum performance criteria. This supplements that filing to note the actual number shares that vested based on the performance results. |
| 20. RSUs time-based originally filed on 3/4/2014 were reported with RSUs performance-based and combined into one holding. This clarifies that filing and creates a separate holding for the RSUs time-based only. |
| 21. RSU time-based grant 8/17/15, with 5-year vesting schedule, whereby shares to vest in equal increments over 5-years. |
| /s/ Stacey Rocha, attorney-in-fact for Ms. A.C. Ngo | 03/12/2024 | |
| ** 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. | ||