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 CU Bancorp [ CUNB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2017 | ||||||||||||||||||||||||||
| 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 | 02/07/2017 | A | 9,078(1) | A | $0.00 | 21,265(2) | D | |||
| Common Stock | 201,621 | I | Trustee of the David and Anne Rainer Trust | |||||||
| Common Stock | 31,634 | I | IRA | |||||||
| 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 | ||||||||
| Restricted Stock Units | (3) | (4) | (4) | Common Stock | 40,000 | 40,000 | D | ||||||||
| Options to Purchase Common Stock | $16 | (5) | 09/24/2017 | Common Stock | 23,333 | 23,333 | D | ||||||||
| Explanation of Responses: |
| 1. 9,078 restricted shares of common stock were granted to the Reporting Person on February 7, 2017, pursuant to the 2016 Management Incentive Plan developed under and pursuant to the 2007 Equity and Incentive Plan, as amended and restated July 31, 2014. The restricted stock award vests 50% on the second Tuesday in December 2017 (i.e., December 12, 2017), and the remaining 50% on the second Tuesday in December 2018 (i.e., December 11, 2018). |
| 2. Includes 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. |
| 3. Each restricted stock unit represents a contingent right to receive one share of CUNB stock. |
| 4. The 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). |
| 5. As of filing date, the stock option grant is 100% vested and immediately exercisable. |
| Remarks: |
| David I. Rainer, By: Anita Y. Wolman, Attorney-in-Fact. | 02/09/2017 | |
| ** 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. | ||