Sec Form 4 Filing - FITE CHARLES D @ AMERICAN RIVER BANKSHARES - 2021-08-06

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
FITE CHARLES D
2. Issuer Name and Ticker or Trading Symbol
AMERICAN RIVER BANKSHARES [ AMRB]
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)
8707 HAMMERSMITH LANE
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2021
(Street)
FAIR OAKS, CA95628
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
Common Stock 08/06/2021 08/06/2021 D 179,663 D 0 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FITE CHARLES D
8707 HAMMERSMITH LANE
FAIR OAKS, CA95628
X
Signatures
/s/ Charles D. Fite 08/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 103,306 shares of BMRC common stock and $7.73 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]
( 2 )[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.
( 3 )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.

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