UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(A)
(Amendment No. 5)
PACIFIC PREMIER BANCORP, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
69478X105
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V. Charles Jackson
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copy to: |
Security Pacific Bancorp
12121 Wilshire Boulevard, Suite 1350
Los Angeles, CA 90025
(310) 622-7654
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Afshin Hakim, Esq.
Namco Capital Group, Inc.
12121 Wilshire Blvd., Suite 1400
Los Angeles, CA 90025
(310) 207-1000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 7, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.23d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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This Amendment No. 5 amends the Schedule 13D filed on April 3, 2007 (the Initial Schedule
13D) by Security Pacific Bancorp (the
Company) and Ezri Namvar (collectively, the Reporting
Persons) relating to the common stock, par value $0.01 per share (the Common Stock), of Pacific
Premier Bancorp, Inc., f/k/a LIFE Financial Corporation, a Delaware corporation (the Issuer),
Amendment No. 1 to the Initial Schedule 13D filed on June 1, 2007, Amendment No. 2 to the Initial
Schedule 13D filed on July 13, 2007, Amendment No. 3 to the Initial Schedule 13D filed on July 26,
2007 and Amendment No. 4 to the Initial Schedule 13D filed on August 20, 2007. References to this
Schedule 13D are to the Initial Schedule 13D as amended by the aforementioned amendments and this
Amendment No. 5. Capitalized terms used but not defined in this Amendment No. 5 shall have the
meaning given in the Schedule 13D.
ITEM 3. See Item 4. below, discussion of the sale of Common Stock.
ITEM 4. Purpose of Transaction.
On
July 7, 2008, the Company sold 402,802 shares of Common Stock at a price of $5.00 per
share, subject to customary commissions, in the open market. A portion of the proceeds received by
the sale of the Common Stock will be used to prepay the
Companys margin loan. Subject to receiving the necessary bank
regulatory approvals and satisfying applicable federal and state bank
regulatory requirements, and depending on several factors, including
the prospects of the Issuer, general market and economic conditions,
the Limit (as defined on page 2 and 3 of this Amendment
No. 5) and other factors deemed relevant, the Reporting Persons
and their affiliates intend to sell the Warrant representing the right to purchase 1,166,400 shares of Common Stock, in whole or in part, in one or more market transactions as soon as practicable, subject
to market conditions.
Other than as set forth in this Item 4, the Reporting Persons do not have any current plans,
proposals or negotiations that relate to or would result in any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and
from time to time, review or reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto.
ITEM 5. Interest in Securities of the Issuer.
(a) As of July 7, 2008, each of the Reporting Persons is the beneficial owner of 1,166,400
shares of Common Stock (i.e. those shares of Common Stock that the Company has the right to acquire
pursuant to the Warrant). Based upon information available to the Reporting Persons, the Issuer
had approximately 4,903,784 shares of Common Stock outstanding as of March 31, 2008. Therefore,
the 1,166,400 shares of Common Stock beneficially owned by the Reporting Persons constitutes
approximately 19.2% of the 4,903,784 shares of Common Stock outstanding as of March 31, 2008, and
after giving effect to the issuance of 1,166,400 shares upon exercise of the Warrant.
(b) The Reporting Persons share the power to vote and dispose of all of the shares of Common
Stock beneficially owned by them.
(c) Other than as described in Item 4, none of the Reporting Persons engaged in any
transactions in the Common Stock for the 60-day period preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: July 8, 2008 |
Security Pacific Bancorp,
A California corporation
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By: |
/s/ V. Charles Jackson
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Name: |
V. Charles Jackson |
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Title: |
CEO |
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EZRI NAMVAR
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/s/ Ezri Namvar
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Ezri Namvar |
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The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner of the filing
person), evidence of the representatives authority to sign on behalf of such person shall be filed
with the statement: provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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