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^*

Walker Michael R.

(Last)

(First)

(Middle)

1021 ANACAPA STREET

3RD FLOOR

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC CAPITAL BANCORP /CA/ [ PCBC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2012

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	12/01/2012		D⁽¹⁾		1,580	D	$46	0.0000	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)
Restricted Stock Unit	⁽²⁾	12/01/2012		D			4,874	07/01/2013	07/01/2014	Common stock	4,874	$46	0.0000⁽³⁾	D
Restricted Stock Unit	⁽²⁾	12/01/2012		A		5,761		12/01/2012	12/01/2012	Common stock	5,761	$0.0000	5,761⁽⁴⁾	D
Restricted Stock Unit	⁽²⁾	12/01/2012		D			5,761	12/01/2012	12/01/2012	Common stock	5,761	$46	0.0000⁽³⁾	D

Explanation of Responses:

1. Disposed of pursuant to a previously disclosed Agreement and Plan of Merger, dated as of March 9, 2012, by and between the issuer, UnionBanCal Corporation and Pebble Merger Sub Inc., in exchange for $46.00 in cash per share.

2. Each restricted share unit represents a contingent right to receive one share of Pacific Capital Bancorp common stock, subect to the terms and conditions described in footnote (4).

3. Disposed of pursuant to the Merger Agreement in exchange for $46.00 in cash for each restricted share unit deemed to have been earned as of the date of the UnionBanCal Corporation's completion of its acquisition of Pacific Capital Bancorp.

4. On August 7, 2012, the reporting person was granted restricted share units. The restricted share units were eligible to vest in full if Pacific Capital Bancorp attained certain peformance criteria for the fiscal year ending December 31, 2012, with 50% of the shares subject to the restricted share unit award issued and deemed vested as of each of December 31, 2013 and December 31, 2014 (subject to continued service through the applicable vesting date according to the terms and conditions of the applicable plan and award agreement). The restricted share units also vest in full upon a change in control of Pacific Capital Bancorp. On December 1, 2012, pursuant to a previously disclosed Agreement and Plan of Merger, dated as of March 9, 2012, by and between the issuer, UnionBanCal Corporation and Pebble Merger Sub Inc., (the "Merger Agreement"), UnionBanCal Corporation completed its acquisition of Pacific Capital Bancorp. As a result, all restricted share units vested.

	Leticia Anguiano/POA	12/04/2012
	** Signature of Reporting Person	Date
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