0001309022-17-000001.txt : 20171102 0001309022-17-000001.hdr.sgml : 20171102 20171102172119 ACCESSION NUMBER: 0001309022-17-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171101 FILED AS OF DATE: 20171102 DATE AS OF CHANGE: 20171102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sawyer Richard R CENTRAL INDEX KEY: 0001309022 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30106 FILM NUMBER: 171173722 MAIL ADDRESS: STREET 1: 116 E BERRY STREET CITY: FORT WAYNE STATE: IN ZIP: 46802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC CONTINENTAL CORP CENTRAL INDEX KEY: 0001084717 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 930606433 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 WEST 7TH ST CITY: EUGENE STATE: OR ZIP: 97401 BUSINESS PHONE: 5416868685 MAIL ADDRESS: STREET 1: 111 WEST 7TH ST CITY: EUGENE STATE: OR ZIP: 97401 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-11-01 1 0001084717 PACIFIC CONTINENTAL CORP PCBK 0001309022 Sawyer Richard R 111 W. 7TH AVE EUGENE OR 97401 0 1 0 0 Chief Financial Officer COMMON STOCK 2017-11-01 4 D 0 5387 D 0 D RESTICTED STOCK UNIT 2017-11-01 4 D 0 1888 D COMMON STOCK 1888 0 D In connection with the merger of Pacific Continental Corporation ("Pacific Continental") with and into Columbia Banking System, Inc. ("Columbia") on November 1, 2017 (the "Merger"), Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 9, 2017, by and among Pacific Continental common share was convers into the right to receive 0.6430 of a Columbia common share. At the effective toke of the Merger, each outstanding restricted stock unit of Pacific Continental ("Pacific Continental Restricted Stock Units"), whether vested or unvested, was cancelled and only entitled the holder of such Pacific Continental Restricted Stock Units to receive (without interest), an amount in cash equal to (i) the number of pacific Continental common shares subject to such Pacific Continental Restricted Stock Units immediately prior to the effective time of he Merger, multiplied by (ii) $27.00, the Equity Award Cashout Price, less applicable taxes required to be withheld with respect to such payment. The equity Award Cashout Price is equal to (A) 0.6430 multiplied by (B) $41.99, which was the Columbia average closing price for the 20 consecutive Nasdaq trading days ending on and including the trading day that is five trading days prior to the effective time of the Merger. These Pacific Continental Stock Options and Pacific Continental Restricted Stock Units were cancelled at the effective time of the Merger and converted into the right to receive the consideration described in notes (2) or (3) above. Richard R Sawyer 2017-11-02