SEC FORM 4

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^*

BUSSE ROGER S

(Last)

(First)

(Middle)

111 W 7TH AVE

(Street)

EUGENE

97401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC CONTINENTAL CORP [ PCBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	11/01/2017		D		41,555	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION	$14.44	11/01/2017		D			16,250	⁽⁴⁾	02/20/2018	COMMON STOCK	16,250	⁽¹⁾⁽²⁾	0	D
STOCK OPTION	$12.07	11/01/2017		D			22,751	⁽⁴⁾	04/21/2019	COMMON STOCK	22,751	⁽¹⁾⁽²⁾	0	D
STOCK OPTION	$11.3	11/01/2017		D			11,902	⁽⁴⁾	04/20/2020	COMMON STOCK	11,902	⁽¹⁾⁽²⁾	0	D
RESTRICTED STOCK UNIT	⁽¹⁾⁽³⁾	11/01/2017		D			2,198	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	2,198	⁽¹⁾⁽³⁾	0	D
RESTRICTED STOCK UNIT	⁽¹⁾⁽³⁾	11/01/2017		D			7,052	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	7,052	⁽¹⁾⁽³⁾	0	D
RESTRICTED STOCK UNIT	⁽¹⁾⁽³⁾	11/01/2017		D			5,887	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	5,887	⁽¹⁾⁽³⁾	0	D
RESTRICTED STOCK UNIT	⁽¹⁾⁽³⁾	11/01/2017		D			8,558	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	8,558	⁽¹⁾⁽³⁾	0	D

Explanation of Responses:

1. In connection with the merger of Pacific Continental Corporation ("Pacific Continental") with and into Columbia Banking System, Inc. ("Columbia") on November 1, 2017 (the "Merger"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 9, 2017, by and among Columbia , Pacific Continental and Coast Merger Sub, Inc., each outstanding Pacific Continental common share was converted into the right to receive .6430 of a Columbia common share.

2. At the effective time of the Merger, each outstanding stock option of Pacific Continental was cancelled and only entitled the holders thereof to receive (without interest), an amount in cash equal to the product of (i) the number of Pacific Continental common shares subject to such options immediately prior to the effective time of the Merger, multiplied by (ii) the excess, if any of (A) $27.00, the Equity Award Cashout Price over (B) the exercise price per Pacific Continental common share of such options less applicable taxes required to be withheld with respect to such payment. The Equity Award Cashout Price is equal to (A) 0.6430 multiplied by (B) $41.99, which was the Columbia average closing price for the 20 consecutive Nasdaq trading days ending on and including the trading day that was five trading days prior to the effective time of the Merger.

3. At the effective time of the Merger, each outstanding restricted stock unit of Pacific Continental ("Pacific Continental Restricted Stock Units"), whether vested or unvested, was cancelled and only entitled the holder of such Pacific Continental Restricted Stock Units to receive (without interest), an amount in cash equal to (i) the number of Pacific Continental common shares subject to such Pacific Continental Restricted Stock Units immediately prior to the effective time of the Merger, multiplied by (ii) $27.00, the Equity Award Cashout Price, less applicable taxes requires to be withheld with respect to such payments.

4. These Pacific Continental Stock Options and Pacific Continental Restricted Stock Units were cancelled at the effective time of the Merger and converted into the right to receive the consideration described in notes (2) or (3) above.

	Roger S. Busse	11/02/2017
	** 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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