0001309022-17-000004.txt : 20171102
0001309022-17-000004.hdr.sgml : 20171102
20171102192107
ACCESSION NUMBER: 0001309022-17-000004
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: Ulrich Rachel
CENTRAL INDEX KEY: 0001432221
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30106
FILM NUMBER: 171174219
MAIL ADDRESS:
STREET 1: 111WEST 7TH STREET
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
0001432221
Ulrich Rachel
111 WEST 7TH STREET
EUGENE
OR
97401
0
1
0
0
CHIEF ADMINISTRATIVE OFFICER
COMMON STOCK
2017-11-01
4
D
0
7918
D
0
D
STOCK OPTION
11.3
2017-11-01
4
D
0
3499
D
2020-04-20
COMMON STOCK
3499
0
D
STOCK OPTION
12.07
2017-11-01
4
D
0
4726
D
2019-04-21
COMMON STOCK
4726
0
D
STOCK OPTION
14.24
2017-11-01
4
D
0
2000
D
2018-04-07
COMMON STOCK
2000
0
D
RESTRICTED STOCK UNIT
2017-11-01
4
D
0
668
D
COMMON STOCK
668
0
D
RESTRICTED STOCK UNIT
2017-11-01
4
D
0
1816
D
COMMON STOCK
1816
0
D
RESTRICTED STOCK UNIT
2017-11-01
4
D
0
2112
D
COMMON STOCK
2112
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 0.6430 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 required to be withheld with respect to such payment.
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.
Rachel Ulrich
2017-11-02