M. Dorrance - Jul 31, 2024 Form 4 Insider Report for California BanCorp (CALB)

Role
Chief Technology Officer
Signature
/s/ Tom M. Dorrance, by Debra Bradford, attorney-in-fact
Stock symbol
CALB
Transactions as of
Jul 31, 2024
Transactions value $
$0
Form type
4
Date filed
7/31/2024, 05:19 PM
Previous filing
May 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CALB Common Stock Disposed to Issuer $0 -26.4K -100% $0.00* 0 Jul 31, 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CALB Stock Option (right to buy) Disposed to Issuer -3.15K -100% 0 Jul 31, 2024 Common Stock 3.15K $13.19 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -3.79K -100% 0 Jul 31, 2024 Common Stock 3.79K $20.62 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -3.79K -100% 0 Jul 31, 2024 Common Stock 3.79K $23.45 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -20K -100% 0 Jul 31, 2024 Common Stock 20K $21.35 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -4K -100% 0 Jul 31, 2024 Common Stock 4K $11.50 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -4K -100% 0 Jul 31, 2024 Common Stock 4K $18.17 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -4K -100% 0 Jul 31, 2024 Common Stock 4K $23.04 Direct F1, F4
transaction CALB Stock Option (right to buy) Disposed to Issuer -4K -100% 0 Jul 31, 2024 Common Stock 4K $25.33 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

M. Dorrance is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated January 31, 2024 (the "Merger Agreement"), by and between the Issuer and Southern California Bancorp ("BCAL"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 1.590 shares of BCAL common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
F2 Includes restricted stock units with respect to 6,780 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the reporting person's restricted stock units vested and reporting person became entitled to receive a number of shares BCAL common stock equal to the number of shares of issuer common stock underlying the restricted stock unit multiplied by the Exchange Ratio.
F3 This total amount corrects an administrative error in the total amount reported in previous filings. No reportable transaction was omitted from previously filings.
F4 Pursuant to the Merger Agreement, at the effective time of the merger, each of the reporting person's stock options was converted in to the right to receive the amount, if any, by which the exercise price exceeds $22.98 (the value of the per share merger consideration), less required tax withholdings.