SEVP & Chief Risk Officer Karr Michael S converted options into 49,026 units of PPBI Common Stock, covered exercise/tax liability with 40,467 units of PPBI Common Stock, gifted 39,216 units of PPBI Common Stock and received a gift of 39,216 units of PPBI Common Stock, closing all direct ownership in the company (SEC Form 4)
$PPBI
Major Banks
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PACIFIC PREMIER BANCORP INC [ PPBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| PPBI Common Stock | 08/25/2025 | M | 45,184(1) | A | (1) | 75,841 | D | |||
| PPBI Common Stock | 08/25/2025 | M | 3,842 | A | (2) | 79,683 | D | |||
| PPBI Common Stock | 08/25/2025 | F | 40,467(3) | D | $24.3 | 39,216 | D | |||
| PPBI Common Stock | 08/27/2025 | G(4) | 39,216 | D | $0 | 0 | D | |||
| PPBI Common Stock | 08/27/2025 | G(4) | 39,216 | A | $0 | 127,417 | I | The Karr Family Revocable Trust dated February 15, 2005(5) | ||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
| PPBI Restricted Stock Unit | (6) | 08/25/2025 | M | 14,051 | (6) | (7) | PPBI Common Stock | 14,051 | $0 | 0 | D | ||||
| PPBI Restricted Stock Unit | (6) | 08/25/2025 | M | 15,480 | (6) | (7) | PPBI Common Stock | 15,480 | $0 | 0 | D | ||||
| PPBI Restricted Stock Unit | (6) | 08/25/2025 | M | 15,653 | (6) | (7) | PPBI Common Stock | 15,653 | $0 | 0 | D | ||||
| Dividend Equivalent Rights | (2) | 08/25/2025 | M | 3,842 | (2) | (7) | PPBI Common Stock | 3,842 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the acquisition of 45,184 shares of common stock underlying Restricted Stock Units that were accelerated and fully vested in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 23, 2025, by and among Columbia Banking System, Inc. ("Columbia"), Pacific Premier Bancorp, Inc. (the "Issuer") and Balboa Merger Sub, Inc., pursuant to which the Issuer plans to merge with and into Columbia on or about September 1, 2025. |
| 2. Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units. |
| 3. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock, restricted stock units and dividend equivalent rights previously issued. The accelerated vesting and the release of stock was in connection with the Merger Agreement. |
| 4. On August 27, 2025, the reporting person transferred 39,216 directly owned shares of Issuer common stock to The Karr Family Revocable Trust dated February 15, 2005 (the "Trust"). The reporting person shares voting and dispositive control over shares held by the Trust. |
| 5. Shares held by the Trust dated February 15, 2005. |
| 6. Each Restricted Stock Unit represents the right to receive one share of common stock. Performance metrics, terms and/or conditions to which these Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved or satisfied, as applicable, at the target levels. |
| 7. Not applicable. |
| Remarks: |
| /s/ Michael S. Karr | 08/27/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||