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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13D |
Estimated average burden hours per response. . 11 |
FIRST COMMUNITY BANCORP
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
31983B101
(CUSIP Number)
John M. Eggemeyer, III
6051 El Tordo
Rancho Santa Fe, CA 92067
(858) 756-8300
with a copy to:
William R. Moody
c/o Castle Creek Capital
6051 El Tordo
Rancho Santa Fe, CA 92067
(858) 756-8300
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 2005
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's 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.
The 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).
CUSIP No. 31983B101 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Power is exercised through its sole general partner, Castle Creek Capital LLC
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Power is exercised through its sole general partner, Castle Creek Capital LLC
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Power is exercised through its sole general partner, Castle Creek Capital LLC
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Power is exercised through its controlling members, Eggemeyer Advisory Corp and WJR Corp
(2) Solely in its capacity as sole general partner of Castel Creek Capital Partners Fund I,, LP; Castle Creek Capital Partners Fund IIa, LP; and Castle Creek Capital Partners Fund IIb, LP
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Power is exercised through its sole shareholder and President, John M. Eggemeyer, III
(2) In its capacity as a controlling member of Castle Creek Capital LLC, the sole general partner of Castle Creek Capital Partners Fund I, LP; Castle Creek Capital Partners Fund IIa, LP; and Castle Creek Capital Partners Fund IIb, LP
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) |
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Consists of 439,592 shares owned by Mr. Eggemeyer and 2,566 shares for which Mr. Eggemeyer is the sole trustee. |
(2) |
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Consists of 1,386,196 shares for which power is exercised as President of Castle Creek Capital LLC and as sole shareholder of one of its controlling members and 27,599 shares under the First Community Bancorp Directors Deferred Compensation Plan. Power is shared with William J. Ruh as Executive Vice President of Castle Creek Capital LLC and as sole shareholder of one of its controlling members. |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) |
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Power is exercised through its sole shareholder and President, William J. Ruh |
(2) |
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In its capacity as a controlling member of Castle Creek Capital LLC, the sole general partner of Castle Creek Capital Partners Fund I, LP: Castle Creek Capital Partners Fund IIa, LP; and Castle Creek Capital Partners Fund IIb, LP |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) |
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Consists of 59,963 shares owned directly and 3,000 shares for which Mr. Ruh is the sole trustee |
(2) |
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Consists of 1,386,196 shares for which power is exercised as Executive Vice President of Castle Creek Capital LLC and as sole shareholder of one of its controlling members. Power is shared with John M. Eggemeyer, III as President of Castle Creek Capital LLC and as sole shareholder of one of its controlling members |
9
This Amendment No. 5 (the Amendment) amends and supplements the Schedule 13D jointly filed by Castle Creek Capital Partners Fund I, LP; Castle Creek Capital Partners Fund IIa, LP; Castle Creek Capital Partners Fund IIb, LP; Castle Creek Capital LLC; Eggemeyer Advisory Corp; John M. Eggemeyer, III; WJR Corp.; and William J. Ruh on December 11, 2001, as previously amended and supplemented by Amendment No. 1 filed on February 13, 2002; Amendment No. 2, filed on July 26, 2002; Amendment No. 3 filed on August 1, 2002 (as amended and supplemented, the Schedule 13D); and Amendment No. 4 filed on August 10, 2005 with respect to the common stock, with no par value, (the Common Stock) of First Community Bancorp, a California corporation with its principal executive offices at 6110 El Tordo, Rancho Santa Fe, CA 92067 (the Issuer). All capitalized terms used in this Amendment that are not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3 of this statement on Form 13D is hereby amended by adding the following:
Item 3. Source and Amount of Funds or Other Consideration
Since the filing of Amendment No. 4, John M. Eggemeyer III has purchased the following shares into the Directors deferred compensation plan (which provide shared voting and dispositive power):
Date |
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Shares Purchased |
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Price per Share |
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Aggregate Price |
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Sept. 16, 2005 |
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720 |
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46.18 |
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33,250 |
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Item 4. Purpose of Transaction
On December 1, 2005, Castle Creek Capital Partners Fund I, LP, distributed 644,182 shares of the Issuer to the partners of Fund I. There are 67 investors in Fund I.
Item 5 of this statement on Form 13D is hereby amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer
(a)(i) For each Reporting Person, as of December 1, 2005, the aggregate number of shares of Common Stock owned and the corresponding percentage of the total outstanding commons Stock of the Issuer is as follows (all percentages are based on 17,911,660 shares of Common Stock outstanding):
John M. Eggemeyer III
John M. Eggemeyer beneficially owns 1,855,953 shares of Common Stock which equals approximately 10.4% of the Issuers outstanding Common Stock. Mr. Eggemeyers sole beneficial ownership includes 350,092 shares owned directly, 2,566 shares for which he is the sole trustee, and 89,500 shares underlying stock options. Mr. Eggemeyers shared beneficial ownership of 1,413,795 shares includes 1,386,196 shares beneficially owned as sole stockholder of Eggemeyer Advisory Corp. and 27,599 shares subject to the First Community Bancorp Directors Deferred Compensation Plan.
Eggemeyer Advisory Corp.
Eggemeyer Advisory Corp., as a controlling member of Castle Creek Capital LLC, beneficially owns 1,386,196 shares of Common Stock which equal approximately 7.7% of the Issuers outstanding Common Stock.
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William J. Ruh
William J. Ruh beneficially owns 1,449,159 of Common Stock which equals approximately 8.1% of the Issuers outstanding Common Stock. Mr. Ruhs sole beneficial ownership includes 59,963 shares owned directly, and 3,000 shares for which he is the sole trustee.. Mr. Ruhs shared beneficial ownership of 1,386,196 shares includes 1,386,196 shares beneficially owned as sole stockholder of WJR Corp.
WJR Corp
WJR Corp., as a controlling member of Castle Creek Capital LLC, beneficially owns 1,386,196 shares of Common Stock which equal approximately 7.7% of the Issuers outstanding Common Stock
Castle Creek Capital LLC
Castle Creek Capital LLC as the sole general partners of Fund I, Fund IIa, and Fund IIb beneficially owns 1,386,196 shares of Common Stock which equals approximately 7.7% of the Issuers outstanding Common Stock.
Castle Creek Capital Partners Fund I, LP
Castle Creek Capital Partner Fund I, LP beneficially owns 1,480 shares of Common Stock which equals approximately 0.0% of the Issuers outstanding Common Stock.
Castle Creek Capital Partners Fund IIa, LP
Castle Creek Capital Partner Fund IIa, LP beneficially owns 973,505 shares of Common Stock which equals approximately 5.4% of the Issuers outstanding Common Stock.
Castle Creek Capital Partners Fund IIb, LP
Castle Creek Capital Partner Fund IIb, LP beneficially owns 411,210 shares of Common Stock which equals approximately 2.3% of the Issuers outstanding Common Stock.
(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole or share power to dispose or to direct the disposition>
Reporting Person |
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Sole Voting Power |
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Shared Voting |
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Sole Dispositive |
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Shared Dispositive |
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John M. Eggemeyer III |
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442,158 |
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1,413,795 |
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442,158 |
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1,413,795 |
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Eggemeyer Advisory Corp |
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0 |
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1,386,196 |
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0 |
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1,386,196 |
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William J. Ruh |
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62,963 |
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1,386,196 |
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62,963 |
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1,386,196 |
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WJR Corp |
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0 |
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1,386,196 |
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0 |
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1,386,196 |
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Castle Creek Capital LLC |
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1,386,196 |
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0 |
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1,386,196 |
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0 |
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Castle Creek Capital Partners Fund I, LP |
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1,480 |
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0 |
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1,480 |
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0 |
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Castle Creek Capital Partners Fund IIa, LP |
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973,505 |
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0 |
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973,505 |
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0 |
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Castle Creek Capital Partners Fund IIb, LP |
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411,210 |
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0 |
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411,210 |
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0 |
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(c) The following is a list of the transactions in the shares of the Common Stock effected by the Reporting Persons during the past 60 days:
John M. Eggemeyer received 105,013 shares in a distribution from Castle Creek Capital Partners Fund I on December 1, 2005.
William J. Ruh received 10,343 shares in a distribution from Castle Creek Capital Partners Fund I on December 1, 2005.
11
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Agreement of Joint Filing
12
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.
Dated: |
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CASTLE CREEK CAPITAL PARTNERS FUND I, P |
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By: |
Castle Creek Capital, LLC |
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General Partner |
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By: |
/s/ William J. Ruh |
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William J. Ruh |
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Executive Vice President |
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CASTLE CREEK CAPITAL PARTNERS FUND IIa, LP |
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By: |
Castle Creek Capital, LLC |
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General Partner |
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By: |
/s/ William J. Ruh |
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William J. Ruh |
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Executive Vice President |
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CASTLE CREEK CAPITAL PARTNERS FUND IIb, LP |
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By: |
Castle Creek Capital, LLC |
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General Partner |
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By: |
/s/ William J. Ruh |
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William J. Ruh |
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Executive Vice President |
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CASTLE CREEK CAPITAL, LLC |
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By: |
/s/ William J. Ruh |
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William J. Ruh |
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Executive Vice President |
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13