Statement of Changes in Beneficial Ownership (4)
July 22 2021 - 7:25PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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May Leonard |
2. Issuer Name and Ticker or Trading Symbol
First Choice Bancorp
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FCBP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Credit Officer |
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(Last)
(First)
(Middle)
17785 CENTER COURT DRIVE, SUITE 750 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2021 |
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(Street)
CERRITOS, CA 90703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/21/2021 | | F(1) | | 1782.00 (2) | D | $29.06 | 7423.5648 | D | |
| Common Stock | 7/21/2021 | | D | | 7423.5648 | D | $0.00 (2) | 0.00 | D | |
| Common Stock | 7/21/2021 | | D | | 7669.4177 | D | $0.00 (2) | 0.00 | I | IRA |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Stock Options (Right to buy) | (3) | 7/21/2021 | | D | | | 21632.00 | (3) | (3) | Common Stock | 21632.00 | (3) | 0.00 | D | |
| Explanation of Responses: |
| (1) | Shares withheld solely for the purpose of satisfying tax liability due upon vesting of restricted stock award. |
| (2) | Shares disposed of pursuant to the Agreement and Plan of Merger, dated as of April 26, 2021 (the "Merger Agreement"), by and among First Choice Bancorp. ("Issuer"), and Enterprise Financial Services Corp ("Enterprise"), on July 21, 2021, Issuer was merged with and into Enterprise, with Enterprise continuing as the surviving corporation (the "Merger"). At the time of the Merger, each share of Issuer common stock was converted into the right to receive Merger consideration consisting of 0.6603 shares of Enterprise common stock. Disposed shares includes unvested restricted stock previously granted under the First Choice Bancorp 2013 Omnibus Stock Incentive Plan which became fully vested at the time of the Merger and eligible to receive Merger Consideration. |
| (3) | Represents shares subject to stock options that are being cancelled pursuant to the terms of that certain Merger Agreement, dated April 26, 2021, by and between the Issuer, First Choice Bank, Enterprise Financial Services Corp and Enterprise Bank & Trust. The stock options will be cancelled and will no longer be exercisable effective as of the closing date of the Merger, July 21, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
May Leonard
17785 CENTER COURT DRIVE
SUITE 750
CERRITOS, CA 90703 |
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| EVP & Chief Credit Officer |
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Signatures
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| /s/ Khoi Dang, as attorney in fact for Leonard May | | 7/22/2021 |
| **Signature of Reporting Person | Date |
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