| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
| 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
WESTERN ALLIANCE BANCORPORATION [ WAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 09/03/2024 | L(1) | 11 | A | $80.1 | 2,486 | I | Samuel J. Johnson (spouse) | |||||||
| Common Stock | 12/02/2024 | L(1) | 10 | A | $93.8 | 2,496 | I | Samuel J. Johnson (spouse) | |||||||
| Common Stock | 7,351 | D | |||||||||||||
| Common Stock | 149,634 | I | The Marianne E. Boyd Trust, dated January 9, 2007 | ||||||||||||
| Common Stock | 7,714 | I | Marianne Boyd Johnson Subtrust of the Boyd 2005 Irrevocable Trust dated April 14, 2005 | ||||||||||||
| Common Stock | 7,714 | I | Samuel J. Boyd Subtrust of the Boyd 2005 Irrevocable Trust dated April 14, 2005 | ||||||||||||
| Common Stock | 10,797 | I | William R. Boyd Subtrust of The Boyd 2005 Irrevocable Trust dated April 15, 2005 | ||||||||||||
| Common Stock | 19,913 | I | Sean William Johnson Inheritance Trust | ||||||||||||
| Common Stock | 148,525 | I | WSB-WAL LLC | ||||||||||||
| Common Stock | 4,010,189(2) | I | SMW WAL Irrevocable Trust, dated March 13, 2023 | ||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. WAL's quarterly dividends paid on certain shares held by the reporting person were reinvested in additional shares of the Company's stock. These transactions were inadvertently effectuated within six months of a matching disposition. Accordingly, the Reporting Person realized short-swing profits of $9.90 under Section 16(b) of the Securities Exchange Act of 1934, as amended, as a result of the sale of securities on August 30, 2024 and subsequent acquisition of the Issuer's common shares reported herein. The Reporting Person has voluntarily disgorged to the Issuer all of such short-swing profits realized by the Reporting Person from such transactions. The reporting person has since changed the reinvestment elections to avoid inadvertent matchable transactions in the future. |
| 2. The reporting person is the Trustee of SMW WAL Irrevocable Trust and disclaims beneficial ownership in all but 1,336,730 shares. |
| Remarks: |
| /s/Jessica Jarvi (Attorney-in-fact) | 02/10/2025 | |
| ** 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. | ||