| 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
Community West Bancshares [ CWBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| CWBC - Common Stock | 04/01/2024 | A | 91,017 | A | (1) | 91,017 | 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 | ||||||||
| CWBC - Stock Option | $8.78 | 04/01/2024 | A | 1,304 | 04/01/2024 | 03/26/2025 | CWBC - Common Stock | 1,304 | (2) | 1,304 | D | ||||
| CWBC - Stock Option | $8.78 | 04/01/2024 | A | 15,800 | 04/01/2024 | 03/26/2025 | CWBC - Common Stock | 15,800 | (2) | 17,104 | D | ||||
| CWBC - Stock Option | $8.98 | 04/01/2024 | A | 18,594 | 04/01/2024 | 03/24/2026 | CWBC - Common Stock | 18,594 | (2) | 35,698 | D | ||||
| CWBC - Stock Option | $8.98 | 04/01/2024 | A | 1,157 | 04/01/2024 | 03/24/2026 | CWBC - Common Stock | 1,157 | (2) | 36,855 | D | ||||
| CWBC - Stock Option | $13.33 | 04/01/2024 | A | 9,243 | 04/01/2024 | 02/22/2027 | CWBC - Common Stock | 9,243 | (2) | 46,098 | D | ||||
| CWBC - Stock Option | $13.33 | 04/01/2024 | A | 6,557 | 04/01/2024 | 02/22/2027 | CWBC - Common Stock | 6,557 | (2) | 52,655 | D | ||||
| CWBC - Stock Option | $14.21 | 04/01/2024 | A | 3,160 | 04/01/2024 | 12/20/2027 | CWBC - Common Stock | 3,160 | (2) | 55,815 | D | ||||
| CWBC - Stock Option | $14.21 | 04/01/2024 | A | 4,740 | 04/01/2024 | 12/20/2027 | CWBC - Common Stock | 4,740 | (2) | 60,555 | D | ||||
| CWBC - Stock Option | $13.66 | 04/01/2024 | A | 6,102 | 04/01/2024 | 11/15/2028 | CWBC - Common Stock | 6,102 | (2) | 66,657 | D | ||||
| CWBC - Stock Option | $13.66 | 04/01/2024 | A | 9,699 | 04/01/2024 | 11/15/2028 | CWBC - Common Stock | 9,699 | (2) | 76,356 | D | ||||
| CWBC - Stock Option | $13.84 | 04/01/2024 | A | 6,320 | 04/01/2024 | 02/27/2030 | CWBC - Common Stock | 6,320 | (2) | 82,676 | D | ||||
| CWBC - Stock Option | $13.84 | 04/01/2024 | A | 9,480 | 04/01/2024 | 02/27/2030 | CWBC - Common Stock | 9,480 | (2) | 92,156 | D | ||||
| CWBC - Stock Option | $8.79 | 04/01/2024 | A | 1,422 | 04/01/2024 | 04/30/2030 | CWBC - Common Stock | 1,422 | (2) | 93,578 | D | ||||
| CWBC - Stock Option | $8.79 | 04/01/2024 | A | 948 | 04/01/2024 | 04/30/2030 | CWBC - Common Stock | 948 | (2) | 94,526 | D | ||||
| CWBC - Stock Option | $12.81 | 04/01/2024 | A | 6,920 | 04/01/2024 | 02/25/2031 | CWBC - Common Stock | 6,920 | (2) | 101,446 | D | ||||
| CWBC - Stock Option | $12.81 | 04/01/2024 | A | 12,831 | 04/01/2024 | 02/25/2031 | CWBC - Common Stock | 12,831 | (2) | 114,277 | D | ||||
| CWBC - Stock Option | $16.67 | 04/01/2024 | A | 15,800 | 04/01/2024 | 11/18/2031 | CWBC - Common Stock | 15,800 | (2) | 130,077 | D | ||||
| CWBC - Stock Option | $18.93 | 04/01/2024 | A | 7,900 | 04/01/2024 | 11/17/2032 | CWBC - Common Stock | 7,900 | (2) | 137,977 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for shares of Community West Bancshares common stock in connection with the merger of Community West Bancshares with and into Central Valley Community Bancorp, (the "Merger") based on the exchange ratio of 0.79 shares of CVCY common stock for each share of Community West Bancshares common stock. On the effective date of the Merger, the closing price of Central Valley Community Bancorp common stock was $19.89 per share. In connection with the merger, the name of Central Valley Community Bancorp was changed to Community West Bancshares and the NASDAQ trading symbol was changed to CWBC. |
| 2. Each stock option was issued in substitution for a stock option issued by the Community West Bancshares for a number of shares of Central Valley common stock at an exercise price, both adjusted for the merger consideration. Based on the closing stock price of Central Valley as of March 28, 2024 ($19.89 per share of Central Valley common stock), the value of the merger consideration was $15.71 ($19.89 * $ 0.79). The exercise price was further adjusted as required by sections 409A and 424 of the Internal Revenue Code. |
| Remarks: |
| /s/ Shannon Livingston, Attorney-in-Fact for Martin E. Plourd | 04/08/2024 | |
| ** 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. | ||
| 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. | ||