4//SEC Filing
SQUARE 1 FINANCIAL INC 4
Accession 0001104659-15-069902
CIK 0001329799operating
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 2:58 PM ET
Size
13.5 KB
Accession
0001104659-15-069902
Insider Transaction Report
Form 4
Usdan Robert I
Director
Transactions
- Disposition to Issuer
Class B Common Stock
2015-10-06−831,727→ 0 total(indirect: By Endicott Opportunity Partners III, LP) - Disposition to Issuer
Restricted Stock Units
2015-10-06−1,031→ 0 total(indirect: Endicott Management Co.)→ Class A Common Stock (1,031 underlying) - Disposition to Issuer
Class A Common Stock
2015-10-06−1,145→ 0 total(indirect: Endicott Management Co.) - Disposition to Issuer
Class A Common Stock
2015-10-06−1,898,842→ 0 total(indirect: By Endicott Opportunity Partners III, LP)
Footnotes (5)
- [F1]On October 6, 2015, pursuant to the Agreement and Plan of Merger, dated March 1, 2015, between PacWest Bancorp ("PacWest") and Square 1 Financial, Inc. ("Square 1"), Square 1 merged with and into PacWest, and each outstanding share of Square 1 common stock was converted into the right to receive 0.5997 of a share of PacWest common stock, with cash paid in lieu of fractional shares at a rate of $42.7827 per share (the "Average Closing Price"). At the effective time of the merger, each outstanding option to acquire shares of Square 1 common stock, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the total number of shares of Square 1 common stock subject to such option and
- [F2](ii) the excess, if any, of (A) the product of (1) the Average Closing Price and (2) 0.5997 over (B) the exercise price per share of Square 1 common stock underlying such option, less any applicable taxes to be withheld with respect to such payment. Each outstanding restricted stock unit issued under Square 1's stock plan, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the number of shares of Square 1 common stock subject to such restricted stock unit award and (ii) the product of (A) the Average Closing Price and (B) 0.5997. In connection with the merger, the reporting person has the right to receive 1,638,209 shares of PacWest common stock and $26,452.16 in cash, subject to any required tax withholding under applicable law. On October 6, 2015, the effective date of the merger, the closing price of PacWest common stock was $43.97 per share.
- [F3]Mr. Usdan is a shareholder and Co-President of the Endicott Management Co. Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the securities owned by this entity. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
- [F4]Mr. Usdan serves as the managing member of W.R. Endicott III, L.L.C., the general partner of Endicott Opportunity Partners III, L.P. ("EOP III"). Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the shares of Class A and Class B common stock owned by EOP III. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
- [F5]These restricted stock units were cancelled at the effective time of the merger and converted into the right to receive the consideration as described in notes (1) and (2) above.
Documents
Issuer
SQUARE 1 FINANCIAL INC
CIK 0001329799
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001329799
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 2:58 PM ET
- Size
- 13.5 KB