4//SEC Filing
RICE TOM 4
Accession 0001028918-25-000129
CIK 0001028918other
Filed
Sep 2, 8:00 PM ET
Accepted
Sep 3, 4:31 PM ET
Size
15.1 KB
Accession
0001028918-25-000129
Insider Transaction Report
Form 4
RICE TOM
EVP & Chief Credit Officer
Transactions
- Disposition to Issuer
PPBI Common Stock
2025-08-31−30,657→ 0 total - Disposition to Issuer
PPBI Restricted Stock Unit
2025-08-31−16,802→ 0 total→ PPBI Common Stock (16,802 underlying) - Disposition to Issuer
PPBI Common Stock
2025-08-31−82,487→ 0 total(indirect: By Trust) - Disposition to Issuer
PPBI Restricted Stock Unit
2025-08-31−16,092→ 0 total→ PPBI Common Stock (16,092 underlying) - Disposition to Issuer
PPBI Restricted Stock Unit
2025-08-31−16,136→ 0 total→ PPBI Common Stock (16,136 underlying)
Footnotes (7)
- [F1]Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated April 23, 2025, by and among Columbia Banking System, Inc. ("Columbia"), Pacific Premier Bancorp, Inc. (the "Issuer") and Balboa Merger Sub, Inc., pursuant to which the Issuer was merged with and into Columbia on August 31, 2025 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.9150 of a share of Columbia common stock, with cash (without interest) paid in lieu of fractional shares, if applicable (the "Exchange Ratio").
- [F2]Includes 30,657 shares of restricted stock ("Issuer RSA"). Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSA was assumed and converted into a restricted stock award in respect of shares of Columbia common stock based on the Exchange Ratio and subject to the same terms and conditions as were applicable to the Issuer RSA immediately prior to the Effective Time.
- [F3]Each Restricted Stock Unit ("Issuer RSU") represents the right to receive one share of common stock. Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU was assumed and converted into a restricted stock unit award in respect of Columbia common stock ("Columbia RSU"), with the number of shares of Columbia common stock subject to each such Columbia RSU award equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU award immediately prior to the Effective Time based on target performance multiplied by (ii) the Exchange Ratio. Except as specifically provided in the Merger Agreement, each such Columbia RSU award will continue to be subject to the same terms and conditions as were applicable to the applicable Issuer RSU immediately prior to the Effective Time.
- [F4]Includes approximately 2,041 dividend equivalent rights accrued between May 2023 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock.
- [F5]Not applicable.
- [F6]Includes approximately 483 dividend equivalent rights accrued between May 2025 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock.
- [F7]Includes approximately 1,322 dividend equivalent rights accrued between May 2024 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock.
Documents
Issuer
PACIFIC PREMIER BANCORP INC
CIK 0001028918
Entity typeother
Related Parties
1- filerCIK 0001576227
Filing Metadata
- Form type
- 4
- Filed
- Sep 2, 8:00 PM ET
- Accepted
- Sep 3, 4:31 PM ET
- Size
- 15.1 KB