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