SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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).

1. Name and Address of Reporting Person^*

Muttera Robert H

(Last)

(First)

(Middle)

C/O BANK OF COMMERCE HOLDINGS

555 CAPITOL MALL, SUITE 1255

(Street)

SACRAMENTO

95814-4500

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of Commerce Holdings [ BOCH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/30/2021		D		116,660⁽¹⁾	D	⁽¹⁾	0	D
Common Stock	09/30/2021		D		1,671⁽¹⁾	D	⁽¹⁾	0	I	By trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$6.39	09/30/2021		D			20,000	⁽²⁾	01/17/2024	Common Stock	20,000	⁽²⁾	0	D

Explanation of Responses:

1. The shares were converted into the right to receive 0.40 shares of Columbia common stock in exchange for each share of the Company's common stock held on the Closing Date of the Merger described under "Remarks" below. Each share of the Company's common stock had a market value of $15.20 per share on the Closing Date, based on the closing price of Columbia's common stock on the Closing Date of $37.99. Cash will be paid in lieu of fractional shares, based on the average closing price of Columbia's common stock for the 20 consecutive Nasdaq trading days ending on September 23, 2021, of $34.81 per share (the "Parent Average Closing Price"), calculated in accordance with the terms of the Merger Agreement referenced under "Remarks" below.

2. The option was automatically cancelled in the Merger in exchange for the right to receive a cash payment of $150,680, with such payment to be made no later than the first payroll period following completion of the Merger.

Remarks:

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 23, 2021, by and between Bank of Commerce Holdings (the "Company") and Columbia Banking System, Inc. ("Columbia"), pursuant to which the Company was merged with and into Columbia (the "Merger"), effective September 30, 2021 (the "Closing Date").

	/s/ Alicia E. MacGregor, Attorney-in-fact	10/01/2021
	** 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.
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SEC Form 4: Muttera Robert H returned 118,331 shares to the company, closing all direct ownership in the company