4//SEC Filing
SQUARE 1 FINANCIAL INC 4
Accession 0001104659-15-069906
CIK 0001329799operating
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 2:58 PM ET
Size
13.1 KB
Accession
0001104659-15-069906
Insider Transaction Report
Form 4
Bowers Douglas H
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Class A Common Stock
2015-10-06−188,684→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-10-06−28,981→ 0 total→ Class A Common Stock (28,981 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-10-06−16,666→ 0 totalExercise: $6.00→ Class A Common Stock (16,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-10-06−116,670→ 0 totalExercise: $6.00→ Class A Common Stock (116,670 underlying)
Footnotes (3)
- [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 113,153 shares of PacWest common stock and $3,364,518.81 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]These stock options and 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
- 13.1 KB