SA THOMAS A - 31 Jul 2024 Form 4 Insider Report for California BanCorp

Role
President, CFO and COO
Signature
/s/ Thomas A Sa, by Debra Bradford, attorney-in-fact
Issuer symbol
N/A
Transactions as of
31 Jul 2024
Net transactions value
$0
Form type
4
Filing time
31 Jul 2024, 17:25:22 UTC
Previous filing
31 Jul 2023
Next filing
06 Aug 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CALB Common Stock Disposed to Issuer $0 -30,115 -100% $0.000000* 0 31 Jul 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CALB Stock Option (right to buy) Disposed to Issuer -25,000 -100% 0 31 Jul 2024 Common Stock 25,000 $19.93 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -7,000 -100% 0 31 Jul 2024 Common Stock 7,000 $11.50 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -7,000 -100% 0 31 Jul 2024 Common Stock 7,000 $18.17 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -7,000 -100% 0 31 Jul 2024 Common Stock 7,000 $23.04 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -7,000 -100% 0 31 Jul 2024 Common Stock 7,000 $17.66 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

SA THOMAS A is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated January 31, 2024 (the "Merger Agreement"), by and between the Issuer and Southern California Bancorp ("BCAL"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 1.590 shares of BCAL common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
F2 Includes restricted stock units with respect to 10,736 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by BCAL and converted into a restricted stock units with respect to a number of shares of BCAL common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio.
F3 This total amount corrects an administrative error in the total amount reported in previous filings. No reportable transaction was omitted from previously filings.
F4 Pursuant to the Merger Agreement, at the effective time of the merger, each of the reporting person's stock options was converted in to the right to receive the amount, if any, by which the exercise price exceeds $22.98 (the value of the per share merger consideration), less required tax withholdings..