Paul W. Taylor - Nov 30, 2023 Form 4 Insider Report for PACWEST BANCORP (PACW)

Signature
/s/ Angela M.W. Kelley, Attorney-in-Fact
Stock symbol
PACW
Transactions as of
Nov 30, 2023
Transactions value $
$0
Form type
4
Date filed
11/30/2023, 09:41 PM
Previous filing
Mar 13, 2023
Next filing
May 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PACW Common Stock Disposed to Issuer $0 -116K -100% $0.00* 0 Nov 30, 2023 Direct F1, F2, F3, F4
transaction PACW Common Stock Disposed to Issuer $0 -3K -100% $0.00* 0 Nov 30, 2023 By IRA F2, F4
transaction PACW Depositary Shares of Series A Preferred Stock Disposed to Issuer $0 -8K -100% $0.00* 0 Nov 30, 2023 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul W. Taylor is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes restricted stock awards of 82,751 shares of Issuer's common stock (the "Issuer RSAs").
F2 Disposed of pursuant to the Agreement and Plan of Merger, dated July 25, 2023, by and among Issuer, Banc of California, Inc. ("BANC"), and Cal Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time (the "Effective Time") of the merger between Issuer and Cal Merger Sub, Inc. (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.6569 shares of BANC common stock (the "Merger Consideration"). All fractional shares were paid in cash. The Merger closed on November 30, 2023.
F3 Pursuant to the Merger Agreement, at the Effective Time, the Issuer RSAs were assumed by BANC and converted into the right to receive (without interest) the Merger Consideration in respect of each share of Issuer common stock subject to such Issuer RSAs immediately prior to the Effective Time with the same terms and conditions as were applicable under such Issuer RSAs immediately prior to the Effective Time (including vesting terms), with any fractional shares rounded to the nearest whole share of BANC common stock.
F4 As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
F5 In connection with the transactions contemplated by the Merger Agreement, the depository shares and shares of preferred stock underlying the depositary shares will be exchanged for substantially equivalent depositary shares and shares of preferred stock of BANC.
F6 Following the transactions contemplated by the Merger Agreement, Reporting Person no longer beneficially owns any Issuer depositary shares.