Edgar Filing: PACIFIC MERCANTILE BANCORP

Ownership Submission

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

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 ^*

CLINTON GROUP INC

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

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

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

(Last)

(First)

(Middle)

601 LEXINGTON AVE., 51ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

(Street)

NEW YORK, NY 10022

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/30/2015		A		2,015,055	A	⁽¹⁾	2,078,517	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B-2 Convertible 8.4% Noncumulative Preferred Stock

$ 5.32

09/30/2015

75,000

⁽⁵⁾

Common Stock

1,409,774

⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLINTON GROUP INC 601 LEXINGTON AVE. 51ST FLOOR NEW YORK, NY 10022				See remarks.
SBAV LP 601 LEXINGTON AVENUE 51ST FLOOR NEW YORK, NY 10022				See remarks.
SBAV GP LLC C/O CLINTON GROUP INC. 601 LEXINGTON AVE., 51ST FL. NEW YORK, NY 10022				See remarks.
Hall George E. C/O CLINTON GROUP INC, 601 LEXINGTON AVE 51ST FLOOR NEW YORK, NY 10021				See remarks.

Signatures

Clinton Group, Inc., By: /s/ George Hall, its President		10/01/2015
^**Signature of Reporting Person		Date
/s/ George Hall		10/01/2015
^**Signature of Reporting Person		Date
SBAV LP, By: SBAV GP LLC, its General Partner, By: /s/ George Hall, its Managing Member		10/01/2015
^**Signature of Reporting Person		Date
SBAV GP LLC, By: /s/ George Hall, its Managing Member		10/01/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	SBAV (as defined below) disposed of (i) 75,000 shares of Series B-1 Convertible 8.4% Noncumulative Preferred Stock, (ii) 23,597 shares of Series C 8.4% Noncumulative Preferred Stock and (iii) warrants to purchase 352,444 shares of common stock, no par value (the "Common Stock") of Pacific Mercantile Bancorp (the "Issuer") in exchange for an aggregate of 2,015,055 shares of Common Stock pursuant to an Exchange Agreement (the "Exchange Agreement") dated as of August 28, 2015 by and among the Issuer and certain holders listed on Exhibit A attached thereto. The Exchange Agreement contained certain material conditions to closing which were satisfied on September 30, 2015.
(2)	By virtue of (i) serving as the investment manager of SBAV LP, a Delaware limited partnership ("SBAV") and (ii) a sub-advisory agreement governing a mutual fund portfolio ("WKCAX"), Clinton Group, Inc., a Delaware corporation ("Clinton") has voting power and investment discretion with respect to the securities reported herein which are held by SBAV and WKCAX. By virtue of serving as the general partner of SBAV, SBAV GP (as defined below) has voting power and investment discretion with respect to the securities reported herein which are held by SBAV.
(3)	Mr. George Hall serves as the Chief Executive Officer of Clinton and as the managing member of SBAV GP, LLC, a Delaware limited liability company ("SBAV GP"). Mr. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of Clinton.
(4)	The Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein.
(5)	The Series B-2 Convertible 8.4% Noncumulative Preferred Stock reported herein is convertible at any time, at the holder's election, and has no expiration date.
Remarks: Mr. Daniel Strauss, an employee of Clinton, serves as a member of the board of directors of the Issuer. The Reporting Persons may therefore be deemed to be a director by deputization.

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