Fraher Kathleen converted options into 1,203 shares and covered exercise/tax liability with 491 shares, increasing direct ownership by 6% to 12,080 units (SEC Form 4)
$SI
Medical/Dental Instruments
Health Care
| 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
Silvergate Capital Corp [ SICP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2023 | ||||||||||||||||||||||||||
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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 | 11/19/2023 | M | 1,203 | A | $0(1) | 12,571 | D | |||
| Class A Common Stock | 11/19/2023 | F | 491 | D | $0.3022 | 12,080 | D | |||
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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 | ||||||||
| Restricted Stock Units | (2) | 11/19/2023 | M | 1,203 | (3) | (3) | Class A Common Stock | 1,203 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | (4) | (4) | Class A Common Stock | 294 | 294 | D | ||||||||
| Restricted Stock Units | (2) | (5) | (5) | Class A Common Stock | 1,052 | 1,052 | D | ||||||||
| Restricted Stock Units | (2) | (6) | (6) | Class A Common Stock | 4,510 | 4,510 | D | ||||||||
| Non-Qualified Stock Options | $16.09 | (7) | 11/19/2029 | Class A Common Stock | 7,077 | 7,077 | D | ||||||||
| Non-Qualified Stock Options | $110.84 | (8) | 02/22/2032 | Class A Common Stock | 3,648 | 3,648 | D | ||||||||
| Non-Qualified Stock Options | $127.56 | (9) | 02/26/2031 | Class A Common Stock | 2,124 | 2,124 | D | ||||||||
| Explanation of Responses: |
| 1. Restricted stock units convert into Class A Common Stock on a one-for-one basis. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| 3. The restricted stock units were granted on November 19, 2019 and vest in four equal annual installments beginning on November 19, 2020, the last of which occurred on November 19, 2023. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of ordinary shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, local and foreign taxes of any kind. |
| 4. The restricted stock units were granted on February 26, 2021 and vest in three equal annual installments beginning on February 26, 2022. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of Class A Common Stock shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, and local taxes of any kind. |
| 5. The restricted stock units were granted on February 22, 2022 and vest in three equal annual installments beginning on February 22, 2023. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of Class A Common Stock shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, and local taxes of any kind. |
| 6. The restricted stock units were granted on February 22, 2022 and vest in two equal installments, on February 22, 2025, and February 22, 2026. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of Class A Common Stock shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, and local taxes of any kind. |
| 7. The option becomes exercisable in four equal annual installments beginning November 18, 2020. |
| 8. The option becomes exercisable in three annual installments beginning February 22, 2023. |
| 9. The option becomes exercisable in three annual installments beginning February 26, 2022. |
| /s/ Kathleen Fraher | 11/21/2023 | |
| ** 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. | ||