0001104659-15-069898.txt : 20151008 0001104659-15-069898.hdr.sgml : 20151008 20151008145812 ACCESSION NUMBER: 0001104659-15-069898 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151006 FILED AS OF DATE: 20151008 DATE AS OF CHANGE: 20151008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SQUARE 1 FINANCIAL INC CENTRAL INDEX KEY: 0001329799 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 406 BLACKWELL STREET STREET 2: SUITE 240 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: 919-314-3040 MAIL ADDRESS: STREET 1: 406 BLACKWELL STREET STREET 2: SUITE 240 CITY: DURHAM STATE: NC ZIP: 27701 FORMER COMPANY: FORMER CONFORMED NAME: Square 1 Financial Inc DATE OF NAME CHANGE: 20050609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUDNICK SETH CENTRAL INDEX KEY: 0001184420 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36372 FILM NUMBER: 151150721 4 1 a4.xml 4 X0306 4 2015-10-06 1 0001329799 SQUARE 1 FINANCIAL INC SQBK 0001184420 RUDNICK SETH 406 BLACKWELL STREET SUITE 240 DURHAM NC 27701 1 0 0 0 Class A Common Stock 2015-10-06 4 D 0 31145 D 0 D Restricted Stock Units 2015-10-06 4 D 0 1031 D Class A Common Stock 1031 0 D On October 6, 2015, pursuant to the Agreement and Plan of Merger, dated March 1, 2015, between PacWest Bancorp ("PacWest") and Square 1 Financial, Inc. ("Square 1"), Square 1 merged with and into PacWest, and each outstanding share of Square 1 common stock was converted into the right to receive 0.5997 of a share of PacWest common stock, with cash paid in lieu of fractional shares at a rate of $42.7827 per share (the "Average Closing Price"). At the effective time of the merger, each outstanding option to acquire shares of Square 1 common stock, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the total number of shares of Square 1 common stock subject to such option and (ii) the excess, if any, of (A) the product of (1) the Average Closing Price and (2) 0.5997 over (B) the exercise price per share of Square 1 common stock underlying such option, less any applicable taxes to be withheld with respect to such payment. Each outstanding restricted stock unit issued under Square 1's stock plan, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the number of shares of Square 1 common stock subject to such restricted stock unit award and (ii) the product of (A) the Average Closing Price and (B) 0.5997. In connection with the merger, the reporting person has the right to receive 18,677 shares of PacWest common stock and $26,452.16 in cash, subject to any required tax withholding under applicable law. On October 6, 2015, the effective date of the merger, the closing price of PacWest common stock was $43.97 per share. These restricted stock units were cancelled at the effective time of the merger and converted into the right to receive the consideration as described in notes (1) and (2) above. Leah Webb, Attorney-in-Fact 2015-10-08