| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BPFH | Common Stock | Disposed to Issuer | $0 | -21.8K | -100% | $0.00* | 0 | Jul 1, 2021 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BPFH | Restricted Stock Units | Disposed to Issuer | $0 | -4.46K | -100% | $0.00* | 0 | Jul 1, 2021 | Common Stock | 4.46K | Direct | F2 | |
| transaction | BPFH | Restricted Stock Units | Disposed to Issuer | $0 | -3.52K | -100% | $0.00* | 0 | Jul 1, 2021 | Common Stock | 3.52K | Direct | F2 | |
| transaction | BPFH | Restricted Stock Units | Disposed to Issuer | $0 | -978 | -100% | $0.00* | 0 | Jul 1, 2021 | Common Stock | 978 | Direct | F2 | |
| transaction | BPFH | Performance Restricted Stock Units | Disposed to Issuer | $0 | -5.28K | -100% | $0.00* | 0 | Jul 1, 2021 | Common Stock | 5.28K | Direct | F3 | |
| transaction | BPFH | Performance Restricted Stock Units | Disposed to Issuer | $0 | -2.93K | -100% | $0.00* | 0 | Jul 1, 2021 | Common Stock | 2.93K | Direct | F3 |
Joseph D. Regan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of pursuant to the Agreement and Plan of Merger by and between SVB Financial Group ("SVB") and the Issuer, dated as of January 4, 2021 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into SVB, with SVB as the surviving corporation (the "Merger"), effective July 1, 2021. Pursuant to the Merger, each issued and outstanding share of common stock of the Issuer was converted into the right to receive, without interest, 0.0228 shares of SVB common stock and $2.10 in cash. The closing price of one share of SVB common stock on the Nasdaq on the last trading day prior to the effectiveness of the Merger was $556.43. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of common stock of the Issuer. |
| F2 | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Pursuant to the Merger Agreement, each time-based restricted stock unit outstanding immediately prior to the effective time of the Merger automatically converted into a restricted stock unit in respect of shares of SVB common stock on the same terms and conditions (including vesting terms) as applied to such restricted stock units immediately prior to the effective time of the Merger, with the number of underlying shares determined in accordance with the terms of the Merger Agreement. These restricted stock units were converted into restricted stock units in respect of an aggregate of 239 shares of SVB common stock. |
| F3 | Each performance-based restricted stock unit represents a contingent right to receive one share of Issuer's common stock. Pursuant to Merger Agreement, each performance-based restricted stock unit outstanding immediately prior to the effective time of Merger automatically converted into a restricted stock unit in respect of shares of SVB common stock, with the number of underlying shares determined in accordance with Merger Agreement and with performance goals deemed satisfied at the target level. Except with respect to terms and conditions relating to performance, the same terms and conditions (including service-based vesting terms) apply to such restricted stock units in respect of shares of SVB common stock as applied to such performance-based restricted stock units of the Issuer immediately prior to the effective time of the Merger. These performance-based restricted stock units were converted into restricted stock units in respect of an aggregate of 218 shares of SVB common stock. |