8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 20, 2016

CENTRAL VALLEY COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Charter)

California	000-31977	77-0539125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7100 N. Financial Drive, Suite 101, Fresno, California	93720
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (559) 298-1775

(Former Name or Former Address, if Changed Since Last Report)          Not Applicable

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 20, 2016, Central Valley Community Bancorp (“CVCY”), Central Valley Community Bank and Sierra Vista Bank (“SVBank”), all of whom are parties to an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) dated as of April 28, 2016 (the “Agreement Date”), entered into a letter agreement (“Letter Agreement”). The Letter Agreement provides that the merger consideration will be adjusted in accordance with the Merger Agreement’s double-trigger collar mechanism as if the parties had exchanged the written notices contemplated by the Merger Agreement.

Background

The Merger Agreement provides for SVBank shareholders to receive merger consideration consisting of a combination of cash and shares of CVCY common stock (“CVCY Shares”). At the time the Merger Agreement was signed, the value of the merger consideration to be paid for per share of SVBank common stock was estimated at $5.20.

Under the Merger Agreement, the parties agreed that if:

(i) the volume-weighted average price of the CVCY Shares on NASDAQ for the 20 consecutive trading dates ending on and including the date 10 days prior to the anticipated closing date (the “Determination Date”) is greater than $13.80 (which is 115% of the $12.00 negotiated price of a CVCY Share on the Agreement Date), and

(ii) the volume-weighted average price of the CVCY Shares for the 20 consecutive trading dates ending on and including the Determination Date is such that the CVCY Shares have outperformed the NASDAQ Bank Index by more than 15% since the 20 consecutive trading days immediately preceding the date of the Merger Agreement,

CVCY would be entitled to terminate the Merger Agreement (the “Over-Performance Termination”).

The parties also agreed under the Merger Agreement that SVBank could prevent an Over-Performance Termination by accepting an adjustment to the aggregate merger consideration that reduces the otherwise-payable aggregate merger consideration by an amount equal to the number of CVCY Shares included in the aggregate merger consideration (prior to any such adjustment) multiplied by the lesser of (1) the amount by which the 20-day volume-weighted average price of the CVCY Shares exceeds $13.80, or (2) the amount by which the 20-day volume-weighted average price of the CVCY Shares exceeds the product of 115% of the percentage change in the 20-day average closing price of the NASDAQ Bank Index since the Signing Date multiplied by $12.00. CVCY would determine whether the adjusted aggregate merger consideration would be in the form of CVCY Shares, cash, or any combination of CVCY Shares and cash, provided that the adjustment does not result in an aggregate amount of cash that would prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code (SVBank’s “Consideration Adjustment Right”).

The Letter Agreement

On September 19, 2016 (the Determination Date, based on the parties’ expected closing date of October 1, 2016), the 20-day volume-weighted average price of the CVCY Shares was $15.53, an increase of 18% more than the change in the 20-day average closing price of the NASDAQ Bank Index since the Agreement Date. As a result, CVCY was entitled to exercise its Over-Performance Termination right under the Merger Agreement, entitling SVBank, in turn, to exercise its Consideration Adjustment Right. Under the Letter Agreement, the parties agreed to adjust the merger consideration under the terms of the Merger Agreement as if the parties had formally exercised their respective rights to terminate and re-instate the Merger Agreement. As a result of the adjustment, the aggregate merger consideration payable by CVCY is reduced by approximately 30,654 CVCY Shares from the number of shares that would have been payable under the Merger Agreement if CVCY did not exercise its Over-Performance Termination right.

.

As a result of this adjustment and based on the actual closing price of $15.76 per CVCY Share on the Determination Date and without any other adjustments, the implied per-share value of the merger consideration to be received by SVBank shareholders is increased to approximately $6.03 per share of SVBank common stock, compared to the Merger Agreement’s negotiated value per share of approximately $5.20, which assumed a value of $12.00 per CVCY Share.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.2 The Letter Agreement by and among Central Valley Community Bancorp, Central Valley Community Bank, and Sierra Vista Bank, dated September 19, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Central Valley Community Bancorp
Date: September 22, 2016	By:	/s/ David A. Kinross
	Name: David A. Kinross
	Title: Executive Vice President and Chief Financial Officer (principal accounting officer)

EX-2.2

Exhibit 2.2

[Central Valley Community Bancorp Letterhead]

September 19, 2016

Sierra Vista Bank

1710 Prairie City Road, Suite 100

Folsom, California 95630

Attn: Gary D. Gall, CEO

Re: Adjustment to Aggregate Merger Consideration

Dear Gary:

Central Valley Community Bancorp (“CVCY”), Central Valley Community Bank and Sierra Vista Bank (“SVBank”) are parties to an Agreement and Plan of Reorganization and Merger dated as of April 28, 2016 (the “Merger Agreement”). Capitalized terms used but not defined this letter (this “Letter Agreement”) shall have the respective meanings given in the Merger Agreement. Section numbers refer to sections of the Merger Agreement.

The parties to the Merger Agreement currently anticipate that the Closing Date will be October 1, 2016. Assuming the Closing Date is October 1, 2016, the Determination Date is September 19, 2016.

Based on foregoing, (1) the CVCY Determination Price on the Determination Date is greater than one hundred fifteen percent (115%) of the Assigned CVCY Common Share Price and (2) the CVCY Change Ratio is greater than one hundred fifteen percent (115%) of the Index Change Ratio. As a result, CVCY has the right to elect to terminate the Merger Agreement by notice to SVBank pursuant to Section 7.1(g)(iii) (the “Collar Termination Right”). However, if CVCY were to exercise its Collar Termination Right, SVBank would have the right to prevent the termination from becoming effective by notifying CVCY of its election to accept a decrease in the Aggregate Merger Consideration in accordance with Section 7.1(g)(iv).

CVCY intends to exercise its Collar Termination Right. If CVCY were to do so, SVBank intends to prevent the Merger Agreement from terminating by accepting a decrease in the Aggregate Merger Consideration in accordance with Section 7.1(g)(iv). CVCY and SVBank desire to effect a decrease the Aggregate Merger Consideration in accordance with Section 7.1(g)(iv) without the necessity of exchanging written notices.

Therefore, subject to the Closing occurring with an Effective Date of October 1, 2016, the parties agree that the Aggregate Merger Consideration shall be decreased in accordance with Section 7.1(g)(iv) as if CVCY had exercised the Collar Termination Right and as if SVBank had elected to accept a decrease in the Aggregate Merger Consideration in accordance with Section 7.1(g)(iv), but without either CVCY or SVBank providing notice to the other party under Section 7.1(g)(iii) or 7.1(g)(iv).

If SVBank is in agreement with the terms and conditions set forth in this Letter Agreement, please indicate your agreement by countersigning this letter below.

This Letter Agreement shall be binding on CVCY, Central Valley Community Bank and SVBank as of the date hereof, but only upon countersignature by SVBank. Except as specifically set forth in this Letter Agreement, none of CVCY, Central Valley Community Bank nor SVBank waives any term, right, provision or condition under the Merger Agreement. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The exchange of copies of this Letter Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Letter Agreement for all purposes. This Letter Agreement may not be supplemented or modified except in writing. If the Merger is not completed with an Effective Date as of October 1, 2016, this Letter Agreement shall terminate and shall be of no effect as of October 3, 2016, provided however (1) CVCY shall nonetheless be deemed to have exercised its Collar Termination Right as of the date hereof and SVBank shall nonetheless be deemed to have elected to accept a decrease in the Aggregate Merger Consideration in accordance with Section 7.1(g)(iv) as of the date hereof and (2) the terms of this paragraph shall survive any such termination. Nothing in this Letter Agreement will be

deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement will not be construed in any respect to be a contract in whole or in part for the benefit of any third party.

Sincerely,

Central Valley Community Bancorp

By:_/s/ James M. Ford________________

  James M. Ford, President and

Chief Executive Officer

Central Valley Community Bank

By:__/s/ James M. Ford_______________

  James M. Ford, President and

Chief Executive Officer

Agreed as of September 19, 2016:

Sierra Vista Bank

By:__/s/ Gary D. Gall__________

  Gary D. Gall, President and

      Chief Executive Officer