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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WEST COAST BANCORP /NEW/OR/ [ WCBO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2013 | ||||||||||||||||||||||||||
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 | 04/01/2013 | D | 22,068(1) | D | (2) | 0 | D | |||
Common Stock | 04/01/2013 | D | 1 | D | (2) | 0 | I | By 401(k) |
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) | $81.2 | 04/01/2013 | D | 2,019 | (3) | 04/22/2013 | Common Stock | 2,019 | (3) | 0 | D | ||||
Stock Option (right to buy) | $106.6 | 04/01/2013 | D | 1,759 | (4) | 04/20/2014 | Common Stock | 1,759 | (4) | 0 | D | ||||
Stock Option (right to buy) | $103.2 | 04/01/2013 | D | 1,800 | (5) | 04/26/2015 | Common Stock | 1,800 | (5) | 0 | D | ||||
Stock Option (right to buy) | $137.5 | 04/01/2013 | D | 700 | (6) | 04/25/2016 | Common Stock | 700 | (6) | 0 | D | ||||
Stock Option (right to buy) | $63.75 | 04/01/2013 | D | 1,870 | (7) | 04/22/2018 | Common Stock | 1,870 | (7) | 0 | D | ||||
Stock Option (right to buy) | $11.55 | 04/01/2013 | D | 1,630 | (8) | 04/28/2019 | Common Stock | 1,630 | (8) | 0 | D |
Explanation of Responses: |
1. 5,864 of these shares represent restricted stock which became fully vested by virtue of the merger. All shares were cancelled and converted into the right to receive the Merger Consideration (defined below) pursuant to the Agreement and Plan of Merger, dated as of September 25, 2012, by and among Columbia Banking System, Inc. ("Columbia"), West Coast Bancorp ("West Coast"), and a wholly owned subsidiary of Columbia (the "Merger Agreement"). |
2. Pursuant to the terms of the Merger Agreement, the holder had the right to elect to receive consideration of either: (i) cash in an amount of $24.11 per share (the "Per Share Cash Consideration") for each share held, or (ii) a number of shares of Columbia common stock having a value equal to the Per Share Cash Consideration, or (iii) a mix of cash and Columbia common stock having a value equal to the Per Share Cash Consideration (the "Merger Consideration"). |
3. These options, which became exercisable as follows: one-third on April 22, 2004, one-third on April 22, 2005, and one-third on April 22, 2006, were cancelled in the merger in exchange for 2,353 vested options to purchase shares of Columbia common stock for $69.67 per share. |
4. These options, which became exercisable as follows: one-fourth on April 20, 2005, one-fourth on April 20, 2006, one-fourth on April 20, 2007, and one-fourth on April 20, 2008, were cancelled in the merger in exchange for 2,050 vested options to purchase shares of Columbia common stock for $91.46 per share. |
5. These options, which became exercisable as follows: one-half on April 26, 2005, one-sixth on April 26, 2007, one-sixth on April 26, 2008, and one-sixth on April 26, 2009, were cancelled in the merger in exchange for 2,098 vested options to purchase shares of Columbia common stock for $88.54 per share. |
6. These options, which became exercisable as follows: one-fourth on April 25, 2007, one-fourth on April 25, 2008, one-fourth on April 25, 2009, and one-fourth on April 25, 2010, were cancelled in the merger in exchange for 815 vested options to purchase shares of Columbia common stock for $117.97 per share. |
7. These options, which became exercisable as follows: one-fourth on April 22, 2009, one-fourth on April 22, 2010, one-fourth on April 22, 2011, and one-fourth on April 22, 2012, were cancelled in the merger in exchange for 2,179 vested options to purchase shares of Columbia common stock for $54.70 per share. |
8. These options, which became exercisable as follows: one-half on April 28, 2010, and one-half on April 28, 2011, were cancelled in the merger in exchange for 1,899 vested options to purchase shares of Columbia common stock for $9.91 per share. |
/s/ Janice DeFir, as attorney-in-fact | 04/03/2013 | |
** 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. |