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 ^*

Carpenter Fund Manager GP, LLC

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

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

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

(Last)

(First)

(Middle)

5 PARK PLAZA, SUITE 950

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2013

(Street)

IRVINE, CA 92614

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2013		P		75,556	A	$ 6.75	218,399	I	See footnote ⁽¹⁾
Common Stock	03/30/2013		P		2,146,666	A	$ 6.75	6,423,500	I	See footnote ⁽²⁾

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

Common Stock Purchase Warrant

$ 6.26

⁽³⁾

04/20/2016

Common Stock

13,900

See footnote ⁽¹⁾

Common Stock Purchase Warrant

$ 6.26

⁽³⁾

04/20/2016

Common Stock

394,934

See footnote ⁽²⁾

Series B-1 Convertible 8.4% Noncumulative Preferred Stock

$ 5.32

⁽⁴⁾

Common Stock

23,609

1,256

See footnote ⁽¹⁾

Series B-1 Convertible 8.4% Noncumulative Preferred Stock

$ 5.32

⁽⁴⁾

Common Stock

671,880

35,740

See footnote ⁽²⁾

Series C 8.4% Noncumulative Preferred Stock

$ 5.32

12/31/2012

J⁽⁵⁾

⁽⁵⁾

Common Stock

1,691

⁽⁵⁾

See footnote ⁽¹⁾

Series C 8.4% Noncumulative Preferred Stock

$ 5.32

12/31/2012

J⁽⁵⁾

2,585

⁽⁵⁾

Common Stock

48,590

⁽⁵⁾

2,585

See footnote ⁽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, CA 92614	X	X
Carpenter Community BancFund-A, L.P. 5 PARK PLAZA SUITE 950 IRVINE, CA 92614	X	X

Signatures

CARPENTER FUND MANAGER GP, LLC on behalf of itself and as General Partner of CARPENTER COMMUNITY BANCFUND-A, LP and CARPENTER COMMUNITY BANCFUND, LP, by John D. Flemming, Managing Member (by Robert Sjogren, attorney-in-fact)		04/02/2010
^**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)	Held directly by Carpenter Community BancFund, 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)	Held directly by Carpenter Community BancFund-A, LP and beneficially owned by 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.
(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. No transactions occurred with respect to these securities, intended only to reflect number of securities beneficially owned.
(4)	Such preferred stock is convertible at any time at the holder's election and has no expiration date. No transactions occurred with respect to these securities, intended only to reflect number of securities beneficially owned.
(5)	Received as a payment-in-kind dividend on shares of Series B-2 Convertible 8.4% Noncumulative Preferred Stock. Such preferred stock is not currently convertible but may become convertible upon transfer in a widely dispersed offering and has no expiration date.
Remarks: This Form 4 is filed jointly by Carpenter Fund Manager GP, LLC (the "General Partner"), Carpenter Community BancFund, LP and Carpenter Community BancFund-A, LP. The General Partner is the sole general partner of each of these funds and may therefore be deemed to beneficially own the securities of the funds reported herein. The funds' addresses are the same as the General Partner's address indicated above. The funds have the right to designate three directors of the issuer under an Amended and Restated Investor Rights Agreement with the issuer. On May 17, 2012, the issuer appointed Edward J. Carpenter, John D. Flemming and Michael P. Hoopis as the funds' three designated directors.

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