0001415889-23-015660.txt : 20231130
0001415889-23-015660.hdr.sgml : 20231130
20231130214220
ACCESSION NUMBER: 0001415889-23-015660
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231130
FILED AS OF DATE: 20231130
DATE AS OF CHANGE: 20231130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAGNER MATTHEW P
CENTRAL INDEX KEY: 0001179838
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36408
FILM NUMBER: 231457376
MAIL ADDRESS:
STREET 1: PACWEST BANCORP
STREET 2: 9701 WILSHIRE BOULEVARD, SUITE 700
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90212
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PACWEST BANCORP
CENTRAL INDEX KEY: 0001102112
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 330885320
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 130 S. STATE COLLEGE BLVD.
CITY: BREA
STATE: CA
ZIP: 92821
BUSINESS PHONE: (310) 887-8500
MAIL ADDRESS:
STREET 1: 130 S. STATE COLLEGE BLVD.
CITY: BREA
STATE: CA
ZIP: 92821
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/
DATE OF NAME CHANGE: 19991229
4
1
form4-12012023_021215.xml
X0508
4
2023-11-30
1
0001102112
PACWEST BANCORP
PACW
0001179838
WAGNER MATTHEW P
9701 WILSHIRE BOULEVARD
SUITE 700
BEVERLY HILLS
CA
90212
true
true
false
false
EXECUTIVE CHAIRMAN
0
Common Stock
2023-11-30
4
D
0
901306
0
D
0
D
Common Stock
2023-11-30
4
D
0
52925
0
D
0
I
By IRA
Common Stock
2023-11-30
4
D
0
17003
0
D
0
I
By Spouse
Depositary Shares of Series A Preferred Stock
2023-11-30
4
D
0
33885
0
D
0
D
Includes restricted stock awards of 205,395 shares of Issuer's common stock (the "Issuer RSAs").
Disposed of pursuant to the Agreement and Plan of Merger, dated July 25, 2023, by and among Issuer, Banc of California, Inc. ("BANC"), and Cal Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time (the "Effective Time") of the merger between Issuer and Cal Merger Sub, Inc. (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.6569 shares of BANC common stock (the "Merger Consideration"). All fractional shares were paid in cash. The Merger closed on November 30, 2023.
Pursuant to the Merger Agreement, at the Effective Time, the Issuer RSAs were assumed by BANC and converted into the right to receive (without interest) the Merger Consideration in respect of each share of Issuer common stock subject to such Issuer RSAs immediately prior to the Effective Time with the same terms and conditions as were applicable under such Issuer RSAs immediately prior to the Effective Time (including vesting terms), with any fractional shares rounded to the nearest whole share of BANC common stock.
As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
The Reporting Person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.
In connection with the transactions contemplated by the Merger Agreement, the depository shares and shares of preferred stock underlying the depositary shares will be exchanged for substantially equivalent depositary shares and shares of preferred stock of BANC.
Following the transactions contemplated by the Merger Agreement, Reporting Person no longer beneficially owns any Issuer depositary shares.
/s/ Angela M.W. Kelley, Attorney-in-Fact
2023-11-30