FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HAWTHORNE FINANCIAL CORP [ HTHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 | 06/04/2004 | D | 1,358 | D | (1) | 0 | D | |||
Common Stock, par value $0.01 | 06/04/2004 | M | 22,500 | A | $13.241 | 0 | D | |||
Common Stock, par value $0.01 | 06/04/2004 | M | 15,000 | A | $21.78 | 0 | D | |||
Common Stock, par value $0.01 | 06/04/2004 | M | 15,000 | A | $24.357 | 0 | D | |||
Common Stock, par value $0.01 | 06/04/2004 | S | 37,448 | D | $33.61 | 0 | D | |||
Common Stock, par value $0.01 | 06/04/2004 | D | 15,052 | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Options | $10.061 | 06/04/2004 | J | 60,000 | (3) | (3) | common stock | 60,000 | $10.061 | 0 | D | ||||
Common Stock Options | $9.15 | 06/04/2004 | J | 52,500 | (4) | (4) | common stock | 52,500 | $9.15 | 0 | D | ||||
Common Stock Options | $5.482 | 06/04/2004 | J | 60,000 | (5) | (5) | common stock | 60,000 | $5.482 | 0 | D | ||||
Common Stock Options | $13.241 | 06/04/2004 | M | 22,500 | (6) | (6) | common stock | 22,500 | $13.241 | 0 | D | ||||
Common Stock Options | $21.78 | 06/04/2004 | M | 15,000 | (7) | (7) | common stock | 15,000 | $21.78 | 0 | D | ||||
Common Stock Options | $24.357 | 06/04/2004 | M | 15,000 | (8) | (8) | common stock | 15,000 | $24.357 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to a merger agreement between Issuer and Commercial Capital Bancorp, Inc. ("CCBI")in exchange for 2,625 shares of CCBI common stock having a market value of $18.10 per share on the effective date of the merger. |
2. Disposed of pursuant to a merger agreement between Issuer and Commercial Capital Bancorp, Inc. ("CCBI") in exchange for 29,100 shares of CCBI common stock having a market value of $18.10 per share on the effective date of the merger. |
3. This stock option which is currently vested and exercisable, was assumed by CCBI pursuant to a merger agreement between Issuer and CCBI, and replaced with stock options to purchase 115,980 of CCBI Common Stock for $5.20 per share. |
4. This stock option which is currently vested and exercisable, was assumed by CCBI pursuant to a merger agreement between Issuer and CCBI, and replaced with stock options to purchase 101,481 of CCBI Common Stock for $4.73 per share. |
5. This stock option which is currently vested and exercisable, was assumed by CCBI pursuant to a merger agreement between Issuer and CCBI, and replaced with stock options to purchase 115,980 of CCBI Common Stock for $2.84 per share. |
6. This option provided for vesting in five equal annual installments beginning on 1/29/03, but were accelerated pursuant to the merger agreement between Issuer and CCBI. (10,448 shares were sold and 12,052 were converted to CCBI Common Stock having a market value of $18.10 per share on the effective date of the merger.) |
7. This option provided for vesting in five equal annual installments beginning on 7/23/03, but were accelerated pursuant to the merger agreement between Issuer and CCBI. (12,000 shares were sold and 3,000 were converted to CCBI Common Stock having a market value of $18.10 per share on the effective date of the merger.) |
8. This option provided for vesting in five equal annual installments beginning on 7/22/04, but were accelerated pursuant to the merger agreement between Issuer and CCBI. |
Remarks: |
Simone Lagomarsino, by Marlyn Braceros, her attorney-in-fact | 06/04/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |