0001171843-21-005776.txt : 20210810 0001171843-21-005776.hdr.sgml : 20210810 20210810152223 ACCESSION NUMBER: 0001171843-21-005776 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: Bender Kevin CENTRAL INDEX KEY: 0001313328 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31525 FILM NUMBER: 211159643 MAIL ADDRESS: STREET 1: 1969 CAVERSHAM WAY CITY: FOLSOM STATE: CA ZIP: 95630 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 0001313328 Bender Kevin 686 BONLEY CT. FOLSOM CA 95630 0 1 0 0 EVP - Chief Operating Officer Common Stock 2021-08-06 2021-08-06 4 D 0 31928 D 0 D Common Stock 2021-08-06 2021-08-06 4 F 0 2439 21.50 D 0 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 18,358 shares of BMRC common stock and $20.15 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. To satisfy the applicable tax liability Mr. Bender tendered 2,439 of his restricted shares. /s/ Kevin B. Bender 2021-08-09