| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mechanics Bancorp [ MCHB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/02/2025 | A | 81,134,239 | A | (1) | 81,134,239 | I | By EB Acquisition Company LLC(3)(4)(6)(7) | ||
| Class A Common Stock | 09/02/2025 | A | 90,631,480 | A | (2) | 90,631,480 | I | By EB Acquisition Company II LLC(3)(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Received in exchange for 24,578 shares of Mechanics Bank ("MB") original voting common stock in connection with the merger of MB with and into HomeStreet Bank, a wholly owned subsidiary of Mechanics Bancorp ("Issuer"), pursuant to which MB continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger"). As consideration for the Merger, each share of MB voting common stock converted into the right to receive 3301.0920 shares of Issuer Class A common stock, which, on the effective date of the Merger, had a closing price of $13.87 per share. |
| 2. Received in exchange for 27,455 shares of MB original voting common stock in connection with the Merger. As consideration for the Merger, each share of MB voting common stock converted into the right to receive 3301.0920 shares of Issuer Class A common stock, which, on the effective date of the Merger, had a closing price of $13.87 per share. |
| 3. This statement is jointly filed by and on behalf of each of Mr. Carl B. Webb, EB Acquisition Company LLC ("EB"), EB Acquisition Company II LLC ("EB II "), Ford Financial Fund II, L.P. ("Fund II"), Ford Financial Fund III, L.P. ("Fund III"), Ford Management II, L.P. ("Management II"), Ford Management III, L.P. ("Management III") and Ford Ultimate Management II, LLC ("Ultimate Management"). EB and EB II are the direct beneficial owners of the securities covered by this statement. |
| 4. Fund II is the general partner of, and may be deemed to beneficially own certain securities owned by, EB. Management II is the general partner of, and may be deemed to beneficially own certain securities owned by, Fund II. Ultimate Management is the general partner of, and may be deemed to beneficially own certain securities owned by, Management II. Mr. Webb is the sole manager of, and may be deemed to beneficially own certain securities owned by, Ultimate Management. |
| 5. Fund III is the general partner of, and may be deemed to beneficially own certain securities owned by, EB II. Management III is the general partner of, and may be deemed to beneficially own certain securities owned by, Fund III. Ultimate Management is the general partner of, and may be deemed to beneficially own certain securities owned by, Management III. Mr. Webb is the sole manager of, and may be deemed to beneficially own certain securities owned by, Ultimate Management. |
| 6. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. |
| 7. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
| Remarks: |
| See Exhibit 99.1. |
| /s/ CARL B. WEBB | 09/08/2025 | |
| see signatures attached as Exhibit 99.1 | 09/08/2025 | |
| ** 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. | ||
| 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 Number. | ||