Amended Statement of Changes in Beneficial Ownership (4/a)
March 29 2023 - 6:41PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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LANE ALAN J |
2. Issuer Name and Ticker or Trading Symbol
Silvergate Capital Corp
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SI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
4250 EXECUTIVE SQUARE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2022 |
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(Street)
LA JOLLA, CA 92037 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/22/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/19/2022 | | M | | 2773 | A | (1) | 2773 | D | |
| Class A Common Stock | 11/19/2022 | | F | | 1375 | D | $24.90 | 1398 | D | |
| Class A Common Stock | | | | | | | | 153945 | I | By Self and Spouse as Trustees of Lane Trust |
| Class A Common Stock | | | | | | | | 88268 | I | By IRA |
| Class A Common Stock | | | | | | | | 1757.8417 | I | By Employer 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Restricted Stock Units | (2) | 11/19/2022 | | M | | | 2773 | (3) | (3) | Class A Common Stock | 2773.0 | $0 | 2773 | D | |
| Restricted Stock Units | (2) | | | | | | | (4) | (4) | Class A Common Stock | 2169.0 | | 3253 | D | |
| Restricted Stock Units | (2) | | | | | | | (5) | (5) | Class A Common Stock | 5977.0 | | 5977 | D | |
| Non-Qualified Stock Options (6) | $16.09 | | | | | | | (7) | 11/19/2029 | Class A Common Stock | 16314.0 (6) | | 16314 (6) | D | |
| Non-Qualified Stock Options | $127.56 | | | | | | | (8) | 2/26/2031 | Class A Common Stock | 7838.0 | | 7838 | D | |
| Non-Qualified Stock Options | $110.84 | | | | | | | (9) | 2/22/2032 | Class A Common Stock | 13810.0 | | 13810 | D | |
| Explanation of Responses: |
| (1) | Restricted stock units convert into Class A Common Stock on a one-for-one basis. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. |
| (3) | The restricted stock units vest in four equal annual installments beginning on November 19, 2020. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of ordinary shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, local and foreign taxes of any kind. |
| (4) | The restricted stock units vest in three equal annual installments beginning on February 26, 2022. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of Class A Common Stock shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, and local taxes of any kind. |
| (5) | The restricted stock units vest in three equal annual installments beginning on February 22, 2023. Vested shares will be delivered within thirty days following the vesting of the restricted stock units, when, subject to any trading restriction, the reporting person will receive the number of Class A Common Stock shares that corresponds to the number of restricted stock units that have become vested on the applicable vesting date, less any shares withheld to satisfy federal, state, and local taxes of any kind. |
| (6) | This amendment is being filed to correct the reporting person's holding of Non-Qualified Stock Options with an exercise price of $16.09 (the "Options") from the previously reported erroneous figure of 32,628 Options to the correct number of 16,314 Options (following an exercise of 16,314 Options on 7/21/22 as reported by the reporting person on a Form 4 filed on 7/22/22). This error was carried forward on two subsequent Form 4s filed on 2/24/23 and 2/28/23, as well as an omission of these Options from a Form 4/A filed on 8/10/22. |
| (7) | The option becomes exercisable in four equal annual installments beginning November 18, 2020. |
| (8) | The option becomes exercisable in three annual installments beginning February 26, 2022. |
| (9) | The option becomes exercisable in three annual installments beginning February 22, 2023. |
Remarks:
See footnote 6 for an explanation of this amendment. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LANE ALAN J
4250 EXECUTIVE SQUARE
SUITE 300
LA JOLLA, CA 92037 | X |
| Chief Executive Officer |
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Signatures
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| /s/ John M. Bonino, as Attorney-in-Fact | | 3/29/2023 |
| **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 control number. |
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