Sec Form 4 Filing - CLINTON GROUP INC @ PACIFIC MERCANTILE BANCORP - 2014-05-15

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 CLINTON GROUP INC 2. Issuer Name and Ticker or Trading Symbol PACIFIC MERCANTILE BANCORP [ PMBC] 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) 601 LEXINGTON AVE., 51ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2014 (Street) NEW YORK, NY10022 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 05/15/2014 S 119,480 D $ 6.4 1,409,774 I See footnote ( 1 )

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 CLINTON GROUP INC 601 LEXING TON AVE. 51ST FLOOR NEW YORK, NY10022 X Signatures Clinton Group, Inc., by /s/ George Hall, President 05/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SBAV LP ("SBAV") directly owns 1,409,774 shares of common stock into which shares of Series B-2 Convertible 8.4% Noncumulative Preferred Stock are convertible. SBAV also directly owns (i) 15,821 shares of Series C Convertible 8.4% Noncumulative Preferred Stock which are only convertible into shares of common stock upon transfers to certain eligible transferees (and not convertible by SBAV) and (ii) warrants for the purchase of 352,444 shares of common stock which are only exercisable by SBAV upon certain conditions precedent being met. Clinton Group, Inc. ("Clinton") is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment manager of SBAV. Clinton disclaims beneficial ownership of any and all such securities in excess of their actual pecuniary interest.

Remarks: Mr. Daniel Strauss, an employee of Clinton, serves as a member of the board of directors of the Issuer. Clinton may therefore be deemed to be a director by deputization

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).

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