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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 3.74 | 01/26/2012 | A | 2,500 | (1) | 01/26/2022 | Common Stock | 2,500 | $ 0 | 2,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Strauss Daniel C/O CLINTON GROUP, INC 9 WEST 57TH STREET NEW YORK, NY 10019 |
X |
Barbara Palermo | 03/01/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Vest evenly over 60 months beginning February 26, 2012. |
Remarks: The Reporting Person is an employee of The Clinton Group, Inc. ("Clinton"), which is an indirect beneficial owner of securities of the Issuer. The securities of the Issuer beneficially owned by Clinton are owned directly by SBAV LP, a Delaware limited partnership ("SBAV"). Clinton is deemed to be the indirect beneficial owner of such securities by reason of its position as investment manager of SBAV. Pursuant to an Investor Rights Agreement between SBAV and the Issuer (the "Investor Rights Agreement"), SBAV has the right to designate one nominee to the board of directors of the Issuer and to the board of directors of Pacific Mercantile Bank, a California banking corporation and a wholly-owned subsidiary of the Issuer. The Reporting Person is SBAV's designee to each such board of directors. the foregoing summary of certain terms of the Investor Rights Agreement is not complete and is qualified in its entirety by reference to the full text of document, which was filed as Exhibit 10.2 to the Form 8-K filed by the Issuer on August 30, 2011. |