Sec Form 4 Filing - Carpenter Fund Manager GP, LLC @ PACIFIC MERCANTILE BANCORP - 2018-09-14

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
Carpenter Fund Manager GP, LLC
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)
Former 10% owner
(Last) (First) (Middle)
2 PARK PLAZA, SUITE 550
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2018
(Street)
IRVINE, CA92614
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 09/14/2018 J 1,467,155 D $ 0 5,950,438 I ( 1 ) ( 2 ) See footnote
Series A Non-Voting Preferred Stock 09/14/2018 J 1,467,155 A $ 0 1,467,155 I ( 1 ) ( 2 ) See footnote
Series A Non-Voting Preferred Stock 09/14/2018 S 1,467,155 D $ 8.25 0 I ( 1 ) ( 3 ) See footnote
Common Stock 09/14/2018 S 2,169,208 D $ 8.25 3,781,230 I ( 1 ) ( 3 ) See footnote
Common Stock 09/14/2018 S 3,781,230 D $ 8.25 0 I ( 1 ) ( 4 ) See footnote
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
Carpenter Fund Manager GP, LLC
2 PARK PLAZA, SUITE 550
IRVINE, CA92614
Former 10% owner
Carpenter Community BancFund-A, L.P.
2 PARK PLAZA, SUITE 550
IRVINE, CA92614
Former 10% owner
Signatures
John D. Flemming, Authorized Signatory for each Reporting Person 09/14/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held directly by Carpenter Community BancFund, LP and Carpenter Community BancFund-A, LP (the "Carpenter Funds") and beneficially owned by Carpenter Fund Manager GP, LLC (the "General Partner") as general partner of the Carpenter Funds. The General Partner disclaims beneficial ownership of the securities, except to the extent that the General Partner has a pecuniary interest, if any, in such funds.
( 2 )The Issuer entered into an Exchange Agreement with the Carpenter Funds pursuant to which the Carpenter Funds exchanged an aggregate of 1,467,155 shares of the Common Stock, on a one-for-one basis, for 1,467,155 shares of Series A Non-Voting Preferred Stock.
( 3 )The Carpenter Funds sold 1,467,155 shares of Series A Non-Voting Preferred Stock and 2,169,208 shares of Common Stock to Patriot Financial Partners III, L.P. pursuant to a stock purchase agreement in a privately negotiated transaction.
( 4 )The Carpenter Funds sold an aggregate of 3,781,230 shares of Common Stock to accredited investors pursuant to separate stock purchase agreements in privately negotiated transactions.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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