Statement of Changes in Beneficial Ownership (4)
October 01 2021 - 7:39PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Sundquist James A |
2. Issuer Name and Ticker or Trading Symbol
Bank of Commerce Holdings
[
BOCH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP Chief Financial Officer |
(Last)
(First)
(Middle)
C/O BANK OF COMMERCE HOLDINGS, 555 CAPITOL MALL, SUITE 1255 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2021 |
(Street)
SACRAMENTO, CA 95814-4500
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/30/2021 | | D | | 20227 (1) | D | (1) | 0 | D | |
Common Stock | 9/30/2021 | | D | | 162194 (1) | D | (1) | 0 | I | By trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | The shares were converted into the right to receive 0.40 shares of Columbia common stock in exchange for each share of the Company's common stock held on the Closing Date of the Merger described under "Remarks" below. Each share of the Company's common stock had a market value of $15.20 per share on the Closing Date, based on the closing price of Columbia's common stock on the Closing Date of $37.99. Cash will be paid in lieu of fractional shares, based on the average closing price of Columbia's common stock for the 20 consecutive Nasdaq trading days ending on September 23, 2021, of $34.81 per share (the "Parent Average Closing Price"), calculated in accordance with the terms of the Merger Agreement referenced under "Remarks" below. |
Remarks: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 23, 2021, by and between Bank of Commerce Holdings (the "Company") and Columbia Banking System, Inc. ("Columbia"), pursuant to which the Company was merged with and into Columbia (the "Merger"), effective September 30, 2021 (the "Closing Date"). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sundquist James A C/O BANK OF COMMERCE HOLDINGS 555 CAPITOL MALL, SUITE 1255 SACRAMENTO, CA 95814-4500 |
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| EVP Chief Financial Officer |
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Signatures
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/s/ Alicia E. MacGregor, Attorney-in-fact | | 10/1/2021 |
**Signature of Reporting Person | Date |
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