SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POHLAD WILLIAM M

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 4050

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL MERCANTILE BANCORP [ MBLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2005		P		7,000	A	$18.8781	655,855	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (Obligation to Buy)⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	12/19/2005		S		70,316		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	70,316	$0	70,316	D

Explanation of Responses:

1. 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, 2005; and

2. (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	12/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.