SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Zimlich Joseph C.

(Last) (First) (Middle)
1900 16TH STREET, SUITE 1200

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2018
3. Issuer Name and Ticker or Trading Symbol
First Western Financial Inc [ MYFW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 24,387(1) D
Common Stock 81,374 I By Bohemian Investments, LLC(2)
Common Stock 108,597 I By BOCO Investments, LLC(3)
Common Stock 114,441 I By L. Lee Stryker Irrevocable Trust UAD 09-10-1974(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (right to buy) (5) 01/17/2022 Common Stock 4,087 $25 D
Nonqualified Stock Option (right to buy) (6) 04/17/2023 Common Stock 2,880 $20 D
Nonqualified Stock Option (right to buy) (7) 12/02/2023 Common Stock 3,158 $20 D
Nonqualified Stock Option (right to buy) (8) 02/25/2025 Common Stock 1,433 $24.32 D
Nonqualified Stock Option (right to buy) (9) 12/23/2025 Common Stock 1,131 $25 D
Nonqualified Stock Option (right to buy) (10) 10/07/2026 Common Stock 3,149 $27 D
Make Whole Right (11) (11) Common Stock 875(11) $0 D
Make Whole Right (11) (11) Common Stock 8,772(11) $0 I By Bohemian Investments, LLC(2)
Explanation of Responses:
1. Includes 701 restricted stock units that vest in two substantially equal installments on January 1, 2021, and January 1, 2023, subject to the continued service of the reporting person.
2. The reporting person serves as Managing Member of the sole member of Bohemian Investments, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
3. The reporting person serves as President of the Managing Member of BOCO Investments, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
4. The reporting person serves as President of Bohemian Asset Management, LLC, which is the agent for PS Family Advisors, LLC, and is authorized to make investment decisions on behalf of the L. Lee Stryker Irrevocable Trust UAD 09-10-1974. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
5. The option is currently exercisable. The option previously vested in accordance with its terms.
6. The option is currently exercisable. The option previously vested in accordance with its terms.
7. The option is vested as to 2,526 shares, and the remaining 632 shares vest on December 2, 2018.
8. The option is vested as to 859 shares, and the remaining 574 shares vest in two equal annual installments beginning on February 25, 2019.
9. The option is vested as to 452 shares, and the remaining 679 shares vest in three substantially equal annual installments beginning on December 23, 2018.
10. The option is vested as to 629 shares, and the remaining 2,520 shares vest in four equal annual installments beginning on October 7, 2018.
11. As described in the Company's registration statement filed with the U.S. Securities and Exchange Commission on July 9, 2018 (the "S-1"), the Company will issue a number of shares of the Company's common stock, no par value ("Common Stock") pursuant to Make Whole Rights that depends in part on the initial public offering ("IPO") price of the Common Stock. If the anticipated IPO price is equal to $20.00 per share, the midpoint of the price range set forth on the cover page of the S-1, the reporting person will receive an aggregate of 875 shares of Common Stock, and Bohemian Investments, LLC will receive an aggregate of 8,772 shares of Common Stock, pursuant to Make Whole Rights.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Scott C. Wylie, attorney-in-fact 07/18/2018
** 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 5 (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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