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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SQUARE 1 FINANCIAL INC [ SQBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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 | ||||||
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) | |||||||||||||||
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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 | ||||||||
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. | ||
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 Number. |