05/22/2026 | Press release | Distributed by Public on 05/22/2026 17:10
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RICHEY ELLEN 1675 N. FREEDOM BLVD (200 WEST) BUILDING 1 PROVO, UT 84604 |
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| /s/ Lina Davidian as attorney-in-fact for Ellen Richey | 05/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares of Class A Common Stock underlying a restricted stock unit ("RSU") award that will vest as to all underlying shares on the first anniversary of the date of grant, with vesting to accelerate upon the occurrence of the closing of the transactions (the "Closing") contemplated by the Agreement and Plan of Merger by and among the issuer, CommerceOne Financial Corporation ("CommerceOne") and certain other parties thereto, dated as of November 23, 2025 (the "Merger Agreement") prior to such date; provided, however, that in the event the Closing occurs prior to the first anniversary of the date of grant, the RSU award shall vest on a prorated basis such that the number of vested RSUs is equal to the product of the total number of RSUs subject to such award multiplied by a fraction, the numerator of which is the number of days elapsed from the date of grant through and including the date of the Closing, and the denominator of which is 365. |
| (2) | (Continued from footnote 1) To the extent reporting person continues in service with CommerceOne or its affiliates following the Closing, the remaining portion of the RSUs shall be treated as an Unvested Green Dot RSU Award in accordance with the Merger Agreement. |