Sec Form 4 Filing - Wirfel Michelle @ California BanCorp - 2024-07-31

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
Wirfel Michelle
2. Issuer Name and Ticker or Trading Symbol
California BanCorp [ CALB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEVP and Chief Banking Officer
(Last) (First) (Middle)
1300 CLAY STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2024
(Street)
OAKLAND, CA94612
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/31/2024 D 29,057 ( 1 ) ( 2 ) ( 3 ) D $ 0 ( 1 ) ( 2 ) 0 D
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
Stock option (right to buy) $ 11.42 07/31/2024 D 5,250 ( 1 )( 4 ) 09/18/2024 Common Stock 5,250 ( 4 ) 0 D
Stock option (right to buy) $ 12.57 07/31/2024 D 2,625 ( 1 )( 4 ) 05/25/2025 Common Stock 2,625 ( 4 ) 0 D
Stock option (right to buy) $ 13.19 07/31/2024 D 2,100 ( 1 )( 4 ) 09/17/2025 Common Stock 2,100 ( 4 ) 0 D
Stock option (right to buy) $ 21.35 07/31/2024 D 1,431 ( 1 )( 4 ) 06/21/2028 Common Stock 1,431 ( 4 ) 0 D
Stock option (right to buy) $ 21.35 07/31/2024 D 26,069 ( 1 )( 4 ) 06/21/2018 Common Stock 26,069 ( 4 ) 0 D
Stock option (right to buy) $ 11.5 07/31/2024 D 5,500 ( 1 )( 4 ) 03/19/2030 Common Stock 5,500 ( 4 ) 0 D
Stock option (right to buy) $ 18.17 07/31/2024 D 5,500 ( 1 )( 4 ) 03/08/2031 Common Stock 5,500 ( 4 ) 0 D
Stock option (right to buy) $ 23.04 07/31/2024 D 5,500 ( 1 )( 4 ) 04/12/2032 Common Stock 5,500 ( 4 ) 0 D
Stock option (right to buy) $ 25.33 07/31/2024 D 5,500 ( 1 )( 4 ) 04/16/2033 Common Stock 5,500 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wirfel Michelle
1300 CLAY STREET, SUITE 500
OAKLAND, CA94612
SEVP and Chief Banking Officer
Signatures
/s/ Michele Wirfel, by Debra Bradford, attorney-in-fact 07/31/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Includes restricted stock units with respect to 14,240 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by BCAL and converted into a restricted stock units with respect to a number of shares of BCAL common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio.
( 3 )This total amount corrects an administrative error in the total amount reported in previous filings. No reportable transaction was omitted from previously filings.
( 4 )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 option's exercise price exceeds $22.98 (the value of the per share merger consideration), less required tax withholdings.

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