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
Bridge Capital Holdings [ BBNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2010
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 03/31/2010 J(2) 3,283,097 A $8.46 3,283,097 I(3) See Footnote(3)
Common Stock 03/31/2010 J(2) 263,002 A $8.46 3,546,099 I(5) See Footnote(5)
Common Stock 03/31/2010 J(4) 152,138 A $8.46 3,698,237 I(3) See Footnote(3)
Common Stock 03/31/2010 J(4) 12,052 A $8.46 3,710,289 I(5) See Footnote(5)
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
Series B Convertible Preferred Stock $10 03/31/2010 J(2) 122,219 05/21/2009 (6) Common stock 1,222,190 $100 9,682 I(3) See Footnote(3)
Series B-1 Convertible Preferred Stock $10 03/31/2010 J(2) 155,761 05/21/2009 (6) Common stock 1,557,610 $100 12,338 I(3) See Footnote(3)
Series B Convertible Preferred Stock $10 03/31/2010 J(2) 9,682 05/21/2009 (6) Common stock 96,820 $100 0 I(5) See Footnote(5)
Series B-1 Convertible Preferred Stock $10 03/31/2010 J(2) 12,338 05/21/2009 (6) Common stock 123,380 $100 0 I(5) See Footnote(5)
Convertible Note $8.46 03/31/2010 J(4) 1 03/31/2010 03/31/2011 Common stock 86,439 $731,279 1 I(3) See Footnote(3)
Convertible Note $8.46 03/31/2010 J(4) 2 03/31/2010 03/31/2011 Common stock 6,923 $58,580 3 I(5) See Footnote(5)
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
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
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
2. Shares of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock were exchanged for common stock at the price of $8.46 per share.
3. Held directly by the Fund. Beneficially owned by the General Partner as general partner of the Fund. The General Partner disclaims beneficial ownership of the securities, except to the extent that the General Partner has an interest, if any, in the Fund.
4. Received in lieu of accrued but unpaid dividends on the Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock.
5. Beneficially owned by the General Partner as sole general partner of the Carpenter Community BancFund, LP and Carpenter Community BancFund-CA, LP. The General Partner disclaims beneficial ownership of the securities, except to the extent that the General Partner has an interest, if any, in such funds. The Fund does not beneficially own such securities.
6. Shares of Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock are Convertible at the Holder's option.
Remarks:
This Form 4 is filed jointly by Carpenter Fund Manager GP, LLC (the "General Partner") and Carpenter Community BancFund-A, LP (the "Fund"). The General Partner is the sole general partner of the Fund and may therefore be deemed to beneficially own the securities of the Fund reported herein. The Fund's address is the same as the General Partner's address indicated above.
/s/ John D. Flemming (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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