SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Carpenter Fund Manager GP, LLC

(Last) (First) (Middle)
5 PARK PLAZA
SUITE 950

(Street)
IRVINE CA 92614

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PACIFIC MERCANTILE BANCORP [ PMBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/30/2013 P 75,556 A $6.75 218,399 I See footnote(1)
Common Stock 03/30/2013 P 2,146,666 A $6.75 6,423,500 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Common Stock Purchase Warrant $6.26 (3) 04/20/2016 Common Stock 13,900 13,900 I See footnote(1)
Common Stock Purchase Warrant $6.26 (3) 04/20/2016 Common Stock 394,934 394,934 I See footnote(2)
Series B-1 Convertible 8.4% Noncumulative Preferred Stock $5.32 (4) (4) Common Stock 23,609 1,256 I See footnote(1)
Series B-1 Convertible 8.4% Noncumulative Preferred Stock $5.32 (4) (4) Common Stock 671,880 35,740 I See footnote(2)
Series C 8.4% Noncumulative Preferred Stock $5.32 12/31/2012 J(5) 90 (5) (5) Common Stock 1,691 (5) 90 I See footnote(1)
Series C 8.4% Noncumulative Preferred Stock $5.32 12/31/2012 J(5) 2,585 (5) (5) Common Stock 48,590 (5) 2,585 I See footnote(2)
1. Name and Address of Reporting Person*
Carpenter Fund Manager GP, LLC

(Last) (First) (Middle)
5 PARK PLAZA
SUITE 950

(Street)
IRVINE CA 92614

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Carpenter Community BancFund-A, L.P.

(Last) (First) (Middle)
5 PARK PLAZA
SUITE 950

(Street)
IRVINE CA 92614

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Held directly by Carpenter Community BancFund, LP and beneficially owned by Carpenter Fund Manager GP, LLC (the "General Partner") as general partner of such fund. 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 fund.
2. Held directly by Carpenter Community BancFund-A, LP and beneficially owned by the General Partner as general partner of such fund. 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 fund.
3. The warrants are not currently exercisable and would only become exercisable if the issuer completes an acquisition of an insured depository institution or its parent having assets of $250 million or more by merger, purchase of outstanding shares or the purchase and assumption of all or substantially all of its assets and liabilities. No transactions occurred with respect to these securities, intended only to reflect number of securities beneficially owned.
4. Such preferred stock is convertible at any time at the holder's election and has no expiration date. No transactions occurred with respect to these securities, intended only to reflect number of securities beneficially owned.
5. Received as a payment-in-kind dividend on shares of Series B-2 Convertible 8.4% Noncumulative Preferred Stock. Such preferred stock is not currently convertible but may become convertible upon transfer in a widely dispersed offering and has no expiration date.
Remarks:
This Form 4 is filed jointly by Carpenter Fund Manager GP, LLC (the "General Partner"), Carpenter Community BancFund, LP and Carpenter Community BancFund-A, LP. The General Partner is the sole general partner of each of these funds and may therefore be deemed to beneficially own the securities of the funds reported herein. The funds' addresses are the same as the General Partner's address indicated above. The funds have the right to designate three directors of the issuer under an Amended and Restated Investor Rights Agreement with the issuer. On May 17, 2012, the issuer appointed Edward J. Carpenter, John D. Flemming and Michael P. Hoopis as the funds' three designated directors.
CARPENTER FUND MANAGER GP, LLC on behalf of itself and as General Partner of CARPENTER COMMUNITY BANCFUND-A, LP and CARPENTER COMMUNITY BANCFUND, LP, by John D. Flemming, Managing Member (by Robert Sjogren, attorney-in-fact) 04/02/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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