-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DgJkovSwM3DjBGB9R13RchbCGFjipkKRrI+UuKOk9UJExe25hQliWbBusv2JZDD4 A8a6KB56kVxwEmPEPnsuzA== 0001262014-05-000114.txt : 20051221 0001262014-05-000114.hdr.sgml : 20051221 20051221162551 ACCESSION NUMBER: 0001262014-05-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051219 FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POHLAD WILLIAM M CENTRAL INDEX KEY: 0001061271 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13015 FILM NUMBER: 051278860 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH ST STREET 2: STE 3800 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MERCANTILE BANCORP CENTRAL INDEX KEY: 0000714801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819685 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102772265 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-12-19 0 0000714801 NATIONAL MERCANTILE BANCORP MBLA 0001061271 POHLAD WILLIAM M 60 SOUTH 6TH STREET SUITE 4050 MINNEAPOLIS MN 55402 0 0 1 0 Common Stock 2005-12-19 4 P 0 7000 18.8781 A 655855 D Put Option (Obligation to Buy) 2005-12-19 4 S 0 70316 0 A Common Stock 70316 70316 D The reporting person is a party to a Securities Purchase and Option Agreement dated December 19, 2005 by and among Scott A. Montgomery, Elaine B. Montgomery, The Montgomery Living Trust Dated September 28, 2000, James O. Pohlad, Robert C. Pohlad and William M. Pohlad (the "Agreement"). Pursuant to the Agreement, the reporting person has (a) an obligation to purchase shares of common stock issuable upon exercise after December 31, 2005 of options granted to Scott A. Montgomery within 60 days of such exercise; (b) a right of first refusal to purchase shares of common stock Scott A. Montgomery, Elaine B. Montgomery or the Montgomery Trust proposes to transfer, whether voluntarily or involuntarily, other than for certain excluded transfers; (c) the right to purchase shares of common stock issuable upon exercise prior to December 31, 2005 granted to Scott A. Montgomery on the first business day following the one year anniversary of exercise of options prior to December 31, 200 5; and (d) an obligation to purchase shares of common stock held by Scott A. Montgomery, Elaine B. Montgomery or The Montgomery Trust or shares of common stock underlying options held by Scott A. Montgomery upon termination of Scott A. Montgomery's employment. For the purposes of the Agreement, the purchase price is determined with reference to the closing price as reported on the Nasdaq SmallCap Market or book value per share of the common stock. The Agreement covers options to purchase 186,008 shares of common stock issuable upon exercise of outstanding options held by Scott A. Montgomery, 45,938 shares held by The Montgomery Trust and any other shares of common stock acquired by Scott A. Montgomery, Elaine B. Montgomery or The Montgomery Trust prior to the termination of Scott A. Montgomery's employment with the National Mercantile Bancorp and the purchase rights and obligations of the reporting person are with respect to one-third of such shares. /s/ William M. Pohlad 2005-12-19 -----END PRIVACY-ENHANCED MESSAGE-----