Sec Form 4 Filing - Usdan Robert I @ SQUARE 1 FINANCIAL INC - 2015-10-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Usdan Robert I
2. Issuer Name and Ticker or Trading Symbol
SQUARE 1 FINANCIAL INC [ SQBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
406 BLACKWELL STREET, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2015
(Street)
DURHAM, NC27701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 10/06/2015 D 1,145 D 0 I Endicott Management Co. ( 3 )
Class B Common Stock 10/06/2015 D 831,727 D 0 I By Endicott Opportunity Partners III, LP ( 4 )
Class A Common Stock 10/06/2015 D 1,898,842 D 0 I By Endicott Opportunity Partners III, LP ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 1 ) ( 2 ) 10/06/2015 D 1,031 ( 5 ) ( 5 ) Class A Common Stock 1,031 ( 1 ) ( 2 ) 0 I Endicott Management Co. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Usdan Robert I
406 BLACKWELL STREET
SUITE 240
DURHAM, NC27701
X
Signatures
Leah Webb, Attorney-in-Fact 10/08/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 6, 2015, pursuant to the Agreement and Plan of Merger, dated March 1, 2015, between PacWest Bancorp ("PacWest") and Square 1 Financial, Inc. ("Square 1"), Square 1 merged with and into PacWest, and each outstanding share of Square 1 common stock was converted into the right to receive 0.5997 of a share of PacWest common stock, with cash paid in lieu of fractional shares at a rate of $42.7827 per share (the "Average Closing Price"). At the effective time of the merger, each outstanding option to acquire shares of Square 1 common stock, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the total number of shares of Square 1 common stock subject to such option and
( 2 )(ii) the excess, if any, of (A) the product of (1) the Average Closing Price and (2) 0.5997 over (B) the exercise price per share of Square 1 common stock underlying such option, less any applicable taxes to be withheld with respect to such payment. Each outstanding restricted stock unit issued under Square 1's stock plan, whether vested or unvested, was cancelled and entitles the holder to receive an amount in cash equal to the product of (i) the number of shares of Square 1 common stock subject to such restricted stock unit award and (ii) the product of (A) the Average Closing Price and (B) 0.5997. In connection with the merger, the reporting person has the right to receive 1,638,209 shares of PacWest common stock and $26,452.16 in cash, subject to any required tax withholding under applicable law. On October 6, 2015, the effective date of the merger, the closing price of PacWest common stock was $43.97 per share.
( 3 )Mr. Usdan is a shareholder and Co-President of the Endicott Management Co. Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the securities owned by this entity. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 4 )Mr. Usdan serves as the managing member of W.R. Endicott III, L.L.C., the general partner of Endicott Opportunity Partners III, L.P. ("EOP III"). Accordingly, Mr. Usdan may be deemed to have beneficial ownership of the shares of Class A and Class B common stock owned by EOP III. Mr. Usdan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 5 )These restricted stock units were cancelled at the effective time of the merger and converted into the right to receive the consideration as described in notes (1) and (2) above.

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