|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Carpenter Fund Manager GP, LLC 2 PARK PLAZA, SUITE 550 IRVINE, CA 92614 |
Former 10% owner | |||
Carpenter Community BancFund-A, L.P. 2 PARK PLAZA, SUITE 550 IRVINE, CA 92614 |
Former 10% owner |
John D. Flemming, Authorized Signatory for each Reporting Person | 09/14/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Held directly by Carpenter Community BancFund, LP and Carpenter Community BancFund-A, LP (the "Carpenter Funds") and beneficially owned by Carpenter Fund Manager GP, LLC (the "General Partner") as general partner of the Carpenter Funds. The General Partner disclaims beneficial ownership of the securities, except to the extent that the General Partner has a pecuniary interest, if any, in such funds. |
(2) | The Issuer entered into an Exchange Agreement with the Carpenter Funds pursuant to which the Carpenter Funds exchanged an aggregate of 1,467,155 shares of the Common Stock, on a one-for-one basis, for 1,467,155 shares of Series A Non-Voting Preferred Stock. |
(3) | The Carpenter Funds sold 1,467,155 shares of Series A Non-Voting Preferred Stock and 2,169,208 shares of Common Stock to Patriot Financial Partners III, L.P. pursuant to a stock purchase agreement in a privately negotiated transaction. |
(4) | The Carpenter Funds sold an aggregate of 3,781,230 shares of Common Stock to accredited investors pursuant to separate stock purchase agreements in privately negotiated transactions. |