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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. 1)
PACIFIC PREMIER BANCORP, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
69478X105
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copy to: |
V. Charles Jackson
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Afshin Hakim, Esq. |
Security Pacific Bancorp
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Namco Capital Group, Inc. |
12121 Wilshire Boulevard, Suite 1350
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12121 Wilshire Blvd., Suite 1400 |
Los Angeles, CA 90025
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Los Angeles, CA 90025 |
(310) 622-7654
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(310) 207-1000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2007
(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 o.
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).
Page 1 of 5
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Common Stock CUSIP No. |
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69478X105 |
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1 |
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NAMES OF REPORTING PERSONS:
Security Pacific Bancorp |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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FEIN: 33-0874002 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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1,330,600** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1,330,600** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,330,600** |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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21%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
**Includes 1,166,400 shares of common stock which are issuable to Security Pacific Bancorp upon exercise of its warrant. The Issuers Certificate of Incorporation states that record holders of common stock who beneficially own in excess of 10% of the outstanding shares of common stock (the Limit) are not entitled to any vote in respect of the shares held in excess of the Limit.
Page 2 of 5
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Common Stock CUSIP No. |
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69478X105 |
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1 |
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NAMES OF REPORTING PERSONS:
Ezri Namvar |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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NA |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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1, 330,600** |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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1, 330,600** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1, 330,600** |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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21%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
**Includes 1,166,400 shares of common stock which are issuable to Security Pacific Bancorp upon exercise of its warrant. The Issuers Certificate of Incorporation states that record holders of common stock who beneficially own in excess of 10% of the outstanding shares of common stock (the Limit) are not entitled to any vote in respect of the shares held in excess of the Limit.
Page 3 of 5
This Amendment No. 1 amends the Schedule 13D filed on April 3, 2007 (the Initial
Schedule 13D) by Security Pacific Bancorp 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). References to this Schedule 13D are to the Initial Schedule 13D as amended by
this Amendment No. 1. Capitalized terms used but not defined in this Amendment No. 1 shall
have the meaning given in the Initial Schedule 13D.
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ITEM 3. |
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Source and Amount of Funds or Other Considerations. |
The aggregate purchase price paid by the Company for the purchase of an additional 164,200
shares of Common Stock was $1,651,276.50, which was funded by the Companys working capital.
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ITEM 5. |
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Interest in Securities of the Issuer. |
(a) As of May 31, 2007, each of the Reporting Persons is the beneficial owner of 1,330,600
shares of Common Stock (which includes 1,166,400 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 5,163,488 shares of Common Stock outstanding as of May 14,
2007. Therefore, the 1,330,600 shares of Common Stock beneficially owned by the Reporting Persons
constitutes approximately 21% of the 5,163,488 shares of Common Stock outstanding as of May 14,
2007, 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) Since the filing of the Initial Schedule 13D, the Company purchased 83,000 shares of
Common Stock on the open market at $10.0335 per share on May 30, 2007, and 81,200 shares of Common
Stock on the open market at $10.08 per share on May 31, 2007. The Company has received the
necessary bank regulatory approvals to acquire shares of the Issuers Common Stock, including the
1,166,400 shares of the Issuers Common Stock underlying the Warrant, representing 24.9% of the
aggregate of the outstanding shares of the Issuers Common Stock and the shares of the Issuers
Common Stock underlying the Warrant.
Page 4 of 5
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: June 1, 2007 |
Security Pacific Bancorp,
A California corporation
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By: |
/s/ Ezri Namvar
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Name: |
Ezri Namvar |
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Title: |
Chairman of the Board |
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Ezri Namvar
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/s/ 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)
Page 5 of 5