SEVP, Chief Lending Offier Myers Scott Alexander sold $197,424 worth of shares (9,141 units at $21.60) and returned 8,290 shares to the company, closing all direct ownership in the company (SEC Form 4)
$CALB
Major Banks
Finance
| 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
California BanCorp [ CALB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/03/2023 | S | 3,254 | D | $18.66(1) | 16,133(2) | D | |||
| Common Stock | 02/01/2024 | S | 2,564 | D | $24.68 | 12,879(2) | D | |||
| Common Stock | 03/01/2024 | S | 413 | D | $22.99 | 10,315(2) | D | |||
| Common Stock | 04/12/2024 | S | 632 | D | $21.99 | 9,902(2) | D | |||
| Common Stock | 04/29/2024 | S | 806 | D | $22.09 | 9,270(2) | D | |||
| Common Stock | 05/09/2024 | S | 174 | D | $21.85 | 8,464(2) | D | |||
| Common Stock | 06/12/2024 | S | 1,298 | D | $21.9 | 8,290(2) | D | |||
| Common Stock | 07/31/2024 | D | 8,290(2)(3)(4) | D | $0(3)(4) | 0 | 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 | ||||||||
| Stock Option (right to buy) | $19.02 | 07/31/2024 | D | 20,000 | (5) | 05/16/2029 | Common Stock | 20,000 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $11.5 | 07/31/2024 | D | 5,500 | (5) | 03/19/2030 | Common Stock | 5,500 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $18.17 | 07/31/2024 | D | 5,500 | (5) | 03/08/2031 | Common Stock | 5,500 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $23.04 | 07/31/2024 | D | 5,500 | (5) | 04/12/2032 | Common Stock | 5,500 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $25.33 | 07/31/2024 | D | 5,500 | (5) | 02/16/2033 | Common Stock | 5,500 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. This is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.43 to $18.68. The reporting person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. This total amount corrects an administrative error in the total amount reported in previous filings. No reportable transaction was omitted from previously filings, as supplemented by this filing. |
| 3. 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. Includes restricted stock units with respect to 8,290 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 |
| 4. (Continued from footnote 3) Exchange Ratio. |
| 5. 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 option's exercise price exceeds $22.98 (the value of the per share merger consideration), less required tax withholdings. |
| /s/ Scott Myers, 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. | ||
| 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. | ||