Edgar Filing: PACIFIC MERCANTILE BANCORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Carpenter Fund Manager GP, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2012

3. Issuer Name and Ticker or Trading Symbol
PACIFIC MERCANTILE BANCORP [PMBC]

(Last)

(First)

(Middle)

5 PARK PLAZA, SUITE 950

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

IRVINE,Â CAÂ 92614

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,058,435	I	See Footnotes ⁽¹⁾
Common Stock	142,843	I	See Footnotes ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrant	Â ⁽³⁾	04/20/2016	Common Stock	394,934	$ 6.26	I	See Footnotes ⁽¹⁾
Common Stock Purchase Warrant	Â ⁽³⁾	04/20/2016	Common Stock	13,900	$ 6.26	I	See Footnotes ⁽²⁾
Series B-2 Convertible 8.4% Noncumulative Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	671,880	$ 5.32	I	See Footnotes ⁽¹⁾
Series B-2 Convertible 8.4% Noncumulative Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	23,609	$ 5.32	I	See Footnotes ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carpenter Fund Manager GP, LLC 5 PARK PLAZA, SUITE 950 IRVINE,Â CAÂ 92614	Â	Â X	Â	Â
Carpenter Community BancFund-A, L.P. 5 PARK PLAZA, SUITE 950 IRVINE,Â CAÂ 92614	Â	Â X	Â	Â

Signatures

CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member		04/20/2012
^**Signature of Reporting Person		Date
CARPENTER COMMUNITY BANCFUND-A, LP By: CARPENTER FUND MANAGER GP, LLC /s/ John D. Flemming, Managing Member		04/20/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Held directly by the Carpenter Community BancFund-A, LP and beneficially owned by Carpenter Fund Manager GP, LLC (the "General Partner") as general partner of such fund. 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 fund.
(2)	Beneficially owned by the General Partner as sole general partner of the Carpenter Community BancFund, LP. The General Partner disclaims beneficial ownership of the securities, except to the extent that it has a pecuniary interest, if any, in such fund.
(3)	The warrants are not currently exercisable and would only become exercisable if the Issuer completes an acquisition of an insured depository institution or its parent having assets of $250 million or more by merger, purchase of outstanding shares or the purchase and assumption of all or substantially all of its assets and liabilities.
(4)	The preferred stock is convertible at any time at the holder's election and has no expiration date.
Â Remarks: ThisÂ FormÂ 3Â isÂ filedÂ jointlyÂ byÂ CarpenterÂ FundÂ ManagerÂ GP,Â LLCÂ (theÂ "GeneralÂ Partner")Â andÂ CarpenterÂ CommunityÂ BancFund-A,Â LPÂ (theÂ "Fund").Â Â TheÂ GeneralÂ PartnerÂ isÂ theÂ soleÂ generalÂ partnerÂ ofÂ theÂ FundÂ andÂ mayÂ thereforeÂ beÂ deemedÂ toÂ beneficiallyÂ ownÂ theÂ securitiesÂ ofÂ theÂ FundÂ reportedÂ herein.Â Â TheÂ Fund'sÂ addressÂ isÂ theÂ sameÂ asÂ theÂ GeneralÂ Partner'sÂ addressÂ indicatedÂ above.

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