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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 17, 2021
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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001-39123
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33-0227337
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(State or other jurisdiction of
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(Commission file number)
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(IRS Employer
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incorporation or organization)
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Identification No.)
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4250 Executive Square, Suite 300, La Jolla, CA 92037
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 362-6300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.01 per share
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SI
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New York Stock Exchange
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ITEM 8.01 OTHER EVENTS.
In connection with the underwritten public offering of Silvergate Capital Corporation's (the “Company”) Class A common stock ("Common Stock") that closed on January 26, 2021, each of the Company's directors and executive officers entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares of Common Stock through April 21, 2021, subject to certain exceptions. On February 17, 2021, the underwriters agreed to release up to 15% of the respective Common Stock held by the Company's directors and executive officers (except for Alan Lane, the Company's Chief Executive Officer) who previously did not have such an exception from the lock-up restrictions on or after February 22, 2021, which amounts to approximately 109,221 shares of Common Stock. Except for such released shares, the terms of the lock-up agreements shall remain in full force and effect through April 21, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SILVERGATE CAPITAL CORPORATION
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Date:
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February 17, 2021
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By:
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/s/ Alan J. Lane
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Alan J. Lane
President and Chief Executive Officer
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