Sec Form 4 Filing - CLINTON GROUP INC @ PACIFIC MERCANTILE BANCORP - 2015-12-10

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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks. (Last) (First) (Middle) 510 MADISON AVE, 8TH FL 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2015 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/10/2015 S 21,200 D $ 7.05 1,318,182 I See footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 12/11/2015 S 118,727 D $ 7.0255 ( 4 ) 1,199,455 I See footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 12/14/2015 S 99,595 D $ 6.9831 ( 5 ) 1,099,860 I See footnotes ( 1 ) ( 2 ) ( 3 )

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 510 MADISON AVE 8TH FL NEW YORK, NY10022 See remarks. Clinton Magnolia Master Fund, Ltd. C/O CLINTON GROUP INC., 510 MADISON AVE. 8TH FLOOR NEW YORK, NY10022 See remarks. Clinton Special Opportunities Master Fund Ltd. C/O CLINTON GROUP INC. 510 MADISON AVE, 8TH FL NEW YORK, NY10022 See remarks. Hall George E. C/O CLINTON GROUP INC, 510 MADISON AVE. 8TH FLOOR NEW YORK, NY10022 See remarks. Signatures Clinton Group, Inc., By: /s/ George Hall, its President 12/14/2015 Signature of Reporting Person Date /s/ George Hall 12/14/2015 Signature of Reporting Person Date Clinton Special Opportunities Master Fund Ltd., By: Clinton Group, Inc., its investment advisor, By: /s/ George Hall, its President 12/14/2015 Signature of Reporting Person Date Clinton Magnolia Master Fund Ltd., By: Clinton Group, Inc., its investment advisor, By: /s/ George Hall, its President 12/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd. directly hold these securities. By virtue of serving as the investment manager of Clinton Special Opportunities Master Fund Ltd. and Clinton Magnolia Master Fund Ltd. (together, the "Funds"), Clinton Group, Inc., a Delaware corporation ("Clinton") has voting power and investment discretion with respect to the securities reported herein which are held by the Funds. ( 2 )Mr. George Hall serves as the Chief Executive Officer of Clinton. Mr. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of Clinton. ( 3 )The Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.01 to $7.06, inclusive. The Reporting Person undertakes to provide to Pacific Mercantile Bancorp, any security holder of Pacific Mercantile Bancorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.98 to $7.05, inclusive. The Reporting Person undertakes to provide to Pacific Mercantile Bancorp, any security holder of Pacific Mercantile Bancorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Remarks: Mr. Daniel Strauss, an employee of Clinton, serves as a member of the board of directors of the Issuer. The Reporting Persons 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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