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*
FENTON ROBERT J

(Last) (First) (Middle)
319 S. SHERIDAN BLVD.

(Street)
LAKEWOOD CO 80226

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Solera National Bancorp, Inc. [ OTCQB:SLRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/28/2014
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 Par Value(5) 02/28/2014 M 7,500 A $3 51,875(3) D
Common Stock, $.01 Par Value(5) 02/28/2014 M 2,500 A $3.35 54,375(4) D
Common Stock, $.01 Par Value 250 I By Son
Common Stock, $.01 Par Value 250 I By Daughter
Common Stock, $.01 Par Value 250 I By Daughter
Common Stock, $.01 Par Value 250 I By Son
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
Stock Option (Right to Buy) $3 02/28/2014 M 7,500 (1) 01/14/2021 Common Stock, $.01 Par Value 7,500 $0 2,500 D
Stock Option (Right to Buy) $3.35 02/28/2014 M 2,500 (2) 01/13/2022 Common Stock, $.01 Par Value 2,500 $0 7,500 D
Explanation of Responses:
1. 10,000 Incentive Stock Options were granted to the Reporting Person on January 14, 2011. Beginning February 14, 2011, the Incentive Stock Options began vesting ratably over 48 equal monthly installments. On February 28, 2014, 7,500 Incentive Stock Options were exercised by the Reporting Person. As a result, 2,500 Stock Options are still held by the Reporting Person exercisable at $3.00 per share.
2. 10,000 Incentive Stock Options were granted to the Reporting Person on January 13, 2012. Beginning February 13, 2012, the Incentive Stock Options began vesting ratably over 48 equal monthly installments. On February 28, 2014, 2,500 Incentive Stock Options were exercised by the Reporting Person. As a result, 7,500 Stock Options are still held by the Reporting Person exercisable at $3.35 per share.
3. 51,875 shares owned jointly with spouse
4. 54,375 shares owned jointly with spouse
5. Amended to report a separate line for the exercise of two separate stock options, correct the transaction code for the stock option exercises and include the exercise price of each stock option.
John P. Carmichael, Attorney-in-fact 03/24/2014
** 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.