- Statement of Changes in Beneficial Ownership (4)
October 17 2012 - 4:22PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Ader Jason
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2. Issuer Name
and
Ticker or Trading Symbol
WESTERN LIBERTY BANCORP
[
WLBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
8363 W. SUNSET ROAD, SUITE 350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/17/2012
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(Street)
LAS VEGAS, NV 89113
(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, par value $0.0001
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10/17/2012
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D
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330423
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D
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(1)
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0
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I
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By Ader Investment ManagementLLC *
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Common Stock, par value $0.0001
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10/17/2012
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D
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69764
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D
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(1)
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0
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D
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Common Stock, par value $0.0001
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10/17/2012
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D
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180
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D
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(1)
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0
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I
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By immediate family
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Common Stock, par value $0.0001
(2)
(3)
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10/17/2012
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D
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50000
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D
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(1)
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0
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D
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Common Stock, par value $0.0001
(2)
(3)
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10/17/2012
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M
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50000
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A
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(2)
(3)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted stock units
(2)
(3)
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(4)
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10/17/2012
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M
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50000
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(2)
(3)
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(2)
(3)
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Common Stock, par value $0.0001
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50000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated August 17, 2012, between Western Liberty Bancorp and Western Alliance Bancorporation (the "Merger Agreement"), in exchange for the right, with respect to each share of Western Liberty Bancorp common stock, to elect to receive, subject to proration, either (i) 0.4341 of a share of Western Alliance Bancorporation common stock or (ii) $4.02 in cash.
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(
2)
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The terms of the restricted stock units are set forth in an October 28, 2010 letter agreement between Jason N. Ader and Western Liberty Bancorp, which letter agreement is included as Exhibit 10.1 to a Form 8-K Current Report filed by Western Liberty Bancorp with the SEC on November 3, 2010. The restricted stock units were fully vested on the October 28, 2010 grant date. By the terms of the letter agreement, each restricted stock unit is to be settled for a single share of common stock on the first to occur of October 28, 2013 or the date on which a change in control occurs. (Continued in footnote 3)
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(
3)
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In order to reflect settlement of the restricted stock units for common stock occurring because of the merger described in Note (1) above and in order to reflect the immediate disposition of those shares of common stock in the merger, (x) Table II reports the October 17, 2012 1-for-1 settlement of the 50,000 restricted stock units for common stock as conversion of a derivative security (Transaction Code M), (y) Table I reports the October 17, 2012 1-for-1 settlement of the restricted stock units for common stock as the acquisition of 50,000 shares of common stock (Transaction Code M), and (z) Table I also separately reports the disposition of those 50,000 shares of common stock in the October 17, 2012 merger described in Note (1) above (Transaction Code D).
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(
4)
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1-for-1
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Remarks:
* Mr. Ader is the sole member of Ader Investment Management LLC
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ader Jason
8363 W. SUNSET ROAD
SUITE 350
LAS VEGAS, NV 89113
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X
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Signatures
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/s/ Jason N. Ader By: Patricia A. Ochal, Attorney-in-fact
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10/17/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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