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^*

WYCOFF W KIRK

(Last)

(First)

(Middle)

406 BLACKWELL STREET

SUITE 240

(Street)

DURHAM

27701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SQUARE 1 FINANCIAL INC [ SQBK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015

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)
Class A Common Stock	02/03/2015		A		876	A	$0	2,742,798⁽¹⁾	I	By Patriot Financial Partners, LP⁽²⁾
Class A Common Stock	02/03/2015		A		155	A	$0	473,816⁽³⁾	I	By Patriot Financial Partners Parallel, LP⁽²⁾
Class A Common Stock	02/03/2015		X		319,762	A	$5.15	3,062,560	I	By Patriot Financial Partners, LP
Class A Common Stock	02/03/2015		X		55,238	A	$5.15	529,054	I	By Patriot Financial Partners Parallel, LP
Class A Common Stock	02/03/2015		F		65,374⁽⁴⁾	D	$25.19	2,997,186	I	By Patriot Financial Partners, LP
Class A Common Stock	02/03/2015		F		11,293⁽⁴⁾	D	$25.19	517,761	I	By Patriot Financial Partners Parallel, LP

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)
Warrants to purchase Class A Common Stock	$5.15	02/03/2015		X			319,762	02/23/2010	02/23/2015	Class A Common Stock	319,762	$0	0	I	By Patriot Financial Partners, LP
Warrants to purchase Class A Common Stock	$5.15	02/03/2015		X			55,238	02/23/2010	02/23/2015	Class A Common Stock	55,238	$0	0	I	By Patriot Financial Partners Parallel, LP
Warrants to purchase Class A Common Stock	$5.15							05/21/2010	05/21/2015	Class A Common Stock	319,762		319,762	I	By Patriot Financial Partners, LP
Warrants to purchase Class A Common Stock	$5.15							05/21/2010	05/21/2015	Class A Common Stock	55,238		55,238	I	By Patriot Financial Partners Parallel, LP

Explanation of Responses:

1. 976 RSUs vested 100% on February 3, 2015. 876 RSUs were awarded on February 3, 2015 which will vest 100% on February 3, 2016.

2. Mr. Wycoff is one of the general partners of Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (together, the "Funds") and Patriot Financial Partners, GP, L.P. ("Patriot GP") and is a member of Patriot Financial Partners, GP, LLC ("Patriot LLC"). Patriot LLC serves as general partner of Patriot GP and Patriot GP serves as general partner of the Funds. Accordingly, Mr. Wycoff may be deemed to have beneficial ownership of the securities owned by the Funds. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

3. 169 RSUs vested 100% on February 3, 2015. 155 RSUs were awarded on February 3, 2015 which will vest 100% on February 3, 2016.

4. Shares withheld in connection with cashless exercise of warrant.

Remarks:

	Leah Webb, Attorney-in-Fact	02/05/2015
	** 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).
Note: 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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