SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dorrance Thomas M.

(Last)

(First)

(Middle)

1300 CLAY STREET, SUITE 500

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
California BanCorp [ CALB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2024		D		26,351⁽¹⁾⁽²⁾⁽³⁾	D	$0⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$13.19	07/31/2024		D			3,150	⁽¹⁾⁽⁴⁾	09/17/2025	Common Stock	3,150	⁽⁴⁾	0	D
Stock Option (right to buy)	$20.62	07/31/2024		D			3,785	⁽¹⁾⁽⁴⁾	12/21/2027	Common Stock	3,785	⁽⁴⁾	0	D
Stock Option (right to buy)	$23.45	07/31/2024		D			3,785	⁽¹⁾⁽⁴⁾	01/18/2028	Common Stock	3,785	⁽⁴⁾	0	D
Stock Option (right to buy)	$21.35	07/31/2024		D			20,000	⁽¹⁾⁽⁴⁾	06/21/2028	Common Stock	20,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$11.5	07/31/2024		D			4,000	⁽¹⁾⁽⁴⁾	03/19/2030	Common Stock	4,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$18.17	07/31/2024		D			4,000	⁽¹⁾⁽⁴⁾	03/08/2031	Common Stock	4,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$23.04	07/31/2024		D			4,000	⁽¹⁾⁽⁴⁾	04/12/2032	Common Stock	4,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$25.33	07/31/2024		D			4,000	⁽¹⁾⁽⁴⁾	02/16/2033	Common Stock	4,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated January 31, 2024 (the "Merger Agreement"), by and between the Issuer and Southern California Bancorp ("BCAL"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 1.590 shares of BCAL common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.

2. Includes restricted stock units with respect to 6,780 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the reporting person's restricted stock units vested and reporting person became entitled to receive a number of shares BCAL common stock equal to the number of shares of issuer common stock underlying the restricted stock unit multiplied by the Exchange Ratio.

3. This total amount corrects an administrative error in the total amount reported in previous filings. No reportable transaction was omitted from previously filings.

4. Pursuant to the Merger Agreement, at the effective time of the merger, each of the reporting person's stock options was converted in to the right to receive the amount, if any, by which the exercise price exceeds $22.98 (the value of the per share merger consideration), less required tax withholdings.

	/s/ Tom M. Dorrance, by Debra Bradford, attorney-in-fact	07/31/2024
	** 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.
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Chief Technology Officer Dorrance Thomas M. returned 26,351 shares to the company, closing all direct ownership in the company (SEC Form 4)