0001209191-17-057787.txt : 20171023 0001209191-17-057787.hdr.sgml : 20171023 20171023181937 ACCESSION NUMBER: 0001209191-17-057787 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171020 FILED AS OF DATE: 20171023 DATE AS OF CHANGE: 20171023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rainer David I CENTRAL INDEX KEY: 0001555186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35683 FILM NUMBER: 171149732 MAIL ADDRESS: STREET 1: C/O CU BANCORP STREET 2: 15821 VENTURA BOULEVARD, SUITE 100 CITY: ENCINO STATE: CA ZIP: 91436 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CU Bancorp CENTRAL INDEX KEY: 0001543643 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 900779788 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15821 VENTURA BOULEVARD, SUITE 100 CITY: ENCINO STATE: CA ZIP: 91436 BUSINESS PHONE: (818) 257-7779 MAIL ADDRESS: STREET 1: 15821 VENTURA BOULEVARD, SUITE 100 CITY: ENCINO STATE: CA ZIP: 91436 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-20 1 0001543643 CU Bancorp CUNB 0001555186 Rainer David I C/O CU BANCORP 15821, VENTURA BLVD. SUITE 100 ENCINO CA 91436 1 1 0 0 Chairman & CEO Common Stock 2017-10-20 4 D 0 21265 D 0 D Common Stock 2017-10-20 4 D 0 201621 D 0 I Trustee of the David and Anne Rainer Trust Common Stock 2017-10-20 4 D 0 31634 D 0 I IRA Restricted Stock Units 2017-10-20 4 D 0 40000 D Common Stock 40000 0 D On October 20, 2017, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of April 5, 2017, by and between PacWest Bancorp ("PacWest") and CU Bancorp ("CUB"), CUB merged with and into PacWest ("Merger"), and each outstanding CUB common share, other than excluded shares and dissenting shares, was converted into the right to receive (i) $12.00 in cash and (ii) 0.5308 of a share of PacWest common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of PacWest common stock which the holder would otherwise be entitled to receive multiplied by $48.9248. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the CUB common shares reported in Table I, an aggregate of 135,099 shares of PacWest common stock and $3,054,240 in cash, with cash payable in lieu of a fractional share of PacWest common stock, subject to any required tax withholding under applicable law. [contd. in FN2] [continued from FN1] On October 20, 2017, the effective date of the Merger, the closing price of PacWest common stock was $47.99 per share. Amount of securities disposed of, pursuant to the Merger Agreement, includes CUB restricted shares. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted share awards under CUB's equity incentive plans automatically accelerated in full and such restricted shares converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock units under CUB's equity incentive plans automatically accelerated in full and such restricted stock units converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting. This includes 10,000 restricted stock units that were scheduled to vest on March 19, 2018, 10,000 restricted stock units that were scheduled to vest on March 19, 2019, and 20,000 restricted stock units that vested on March 19, 2017, but had not settled. Under the terms of the restricted stock units, settlement of the 20,000 restricted stock units was deferred until compensation paid to the reporting person was no longer subject to Section 162(m) of the Internal Revenue Code. [continued in FN5] [continued from FN4] At the effective time of the Merger, the compensation paid to the reporting person is no longer be subject to Section 162(m) of the Internal Revenue Code. In connection with the Merger, the reporting person has the right to receive, in exchange for the restricted stock units reported in Table II, 21,232 shares of PacWest common stock and $480,000 in cash, with cash payable in lieu of a fractional share of PacWest common stock, subject to any required tax withholding under applicable law. David I. Rainer, By: Anita Y. Wolman, Attorney-in-Fact 2017-10-23