0001171843-21-005756.txt : 20210810
0001171843-21-005756.hdr.sgml : 20210810
20210810115716
ACCESSION NUMBER: 0001171843-21-005756
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210806
FILED AS OF DATE: 20210810
DATE AS OF CHANGE: 20210810
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Box Kimberly Ann
CENTRAL INDEX KEY: 0001555054
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31525
FILM NUMBER: 211159070
MAIL ADDRESS:
STREET 1: 7157 TREELINE CT.
CITY: GRANITE BAY
STATE: CA
ZIP: 95746
FORMER NAME:
FORMER CONFORMED NAME: Box Kim Ann
DATE OF NAME CHANGE: 20120726
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN RIVER BANKSHARES
CENTRAL INDEX KEY: 0001108236
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 680352144
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3100 ZINFANDEL DRIVE
STREET 2: SUITE 450
CITY: RANCHO CORDOVA
STATE: CA
ZIP: 95670
BUSINESS PHONE: 9162316723
MAIL ADDRESS:
STREET 1: 3100 ZINFANDEL DRIVE
STREET 2: SUITE 450
CITY: RANCHO CORDOVA
STATE: CA
ZIP: 95670
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN RIVER Bankshares
DATE OF NAME CHANGE: 20040528
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN RIVER HOLDINGS
DATE OF NAME CHANGE: 20000301
4
1
ownership.xml
X0306
4
2021-08-06
1
0001108236
AMERICAN RIVER BANKSHARES
AMRB
0001555054
Box Kimberly Ann
7157 TREELINE CT.
GRANITE BAY
CA
95746
1
0
0
0
Common Stock
2021-08-06
2021-08-06
4
D
0
24506
D
24506
D
On August 6, 2021, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of April 16, 2021 by and between Bank of Marin Bancorp ("BMRC") and American River Bankshares ("AMRB"), AMRB merged with and into BMRC ("Merger"), and each outstanding AMRB common share was converted into the right to receive 0.575 of a share of BMRC common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of BMRC common stock which the holder would otherwise be entitled to receive multiplied by $33.59. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the AMRB common shares reported in Table I, an aggregate of 14,090 shares of BMRC common stock and $31.91 in cash, with cash payable in lieu of a fractional share of BMRC common stock, subject to any required tax withholding under applicable law. [Contd. in FN2]
[Continued from FN1] On August 6, 2021, the effective date of the Merger, the closing price of BMRC common stock was $36.15 per share.
Amount of securities disposed of, pursuant to the Merger Agreement, includes AMRB restricted shares. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted share awards under AMRB's equity incentive plans automatically accelerated in full and such restricted shares converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting.
/s/ Kimberly A. Box
2021-08-09