0001309022-17-000002.txt : 20171102 0001309022-17-000002.hdr.sgml : 20171102 20171102180423 ACCESSION NUMBER: 0001309022-17-000002 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: BUSSE ROGER S CENTRAL INDEX KEY: 0001224807 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30106 FILM NUMBER: 171173943 MAIL ADDRESS: STREET 1: 111 W 7TH AVE CITY: EUGENE STATE: OR ZIP: 97401 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 0001224807 BUSSE ROGER S 111 W 7TH AVE EUGENE OR 97401 0 1 0 0 CHIEF EXECUTIVE OFFICER COMMON STOCK 2017-11-01 4 D 0 41555 D 0 D STOCK OPTION 14.44 2017-11-01 4 D 0 16250 D 2018-02-20 COMMON STOCK 16250 0 D STOCK OPTION 12.07 2017-11-01 4 D 0 22751 D 2019-04-21 COMMON STOCK 22751 0 D STOCK OPTION 11.3 2017-11-01 4 D 0 11902 D 2020-04-20 COMMON STOCK 11902 0 D RESTRICTED STOCK UNIT 2017-11-01 4 D 0 2198 D COMMON STOCK 2198 0 D RESTRICTED STOCK UNIT 2017-11-01 4 D 0 7052 D COMMON STOCK 7052 0 D RESTRICTED STOCK UNIT 2017-11-01 4 D 0 5887 D COMMON STOCK 5887 0 D RESTRICTED STOCK UNIT 2017-11-01 4 D 0 8558 D COMMON STOCK 8558 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 Columbia , Pacific Continental and Coast Merger Sub, Inc., each outstanding Pacific Continental common share was converted into the right to receive .6430 of a Columbia common share. At the effective time of the Merger, each outstanding stock option of Pacific Continental was cancelled and only entitled the holders thereof to receive (without interest), an amount in cash equal to the product of (i) the number of Pacific Continental common shares subject to such options immediately prior to the effective time of the Merger, multiplied by (ii) the excess, if any of (A) $27.00, the Equity Award Cashout Price over (B) the exercise price per Pacific Continental common share of such options 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 was five trading days prior to the effective time of the Merger. At the effective time 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 the Merger, multiplied by (ii) $27.00, the Equity Award Cashout Price, less applicable taxes requires to be withheld with respect to such payments. 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. Roger S. Busse 2017-11-02