SEC FORM 3

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^*

Duncan David R

(Last)

(First)

(Middle)

1900 16TH STREET, SUITE 1200

(Street)

DENVER

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	3,201⁽¹⁾	D
Common Stock	153,177	I	By Rawah Partners, LLC⁽²⁾
Common Stock	8,772	I	By Electra Energy Company⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Nonqualified Stock Option (right to buy)	⁽⁴⁾	01/17/2022	Common Stock	4,087	$25	D
Nonqualified Stock Option (right to buy)	⁽⁵⁾	04/17/2023	Common Stock	2,880	$20	D
Nonqualified Stock Option (right to buy)	⁽⁶⁾	12/02/2023	Common Stock	3,158	$20	D
Nonqualified Stock Option (right to buy)	⁽⁷⁾	02/25/2025	Common Stock	2,867	$24.32	D
Nonqualified Stock Option (right to buy)	⁽⁸⁾	12/23/2025	Common Stock	1,697	$25	D
Nonqualified Stock Option (right to buy)	⁽⁹⁾	10/07/2026	Common Stock	2,099	$27	D
Make Whole Right	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,750⁽¹⁰⁾	$0	I	By Rawah Partners, LLC⁽²⁾
Make Whole Right	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,386⁽¹⁰⁾	$0	I	By Electra Energy Company⁽³⁾

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 Manager of Rawah Partners, 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 has shared voting and investment control over the securities held by Electra Energy Company by through DKD, LLC, a limited liability company of which the reporting person is the sole member. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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 option is currently exercisable. The option previously vested in accordance with its terms.

5. The option is currently exercisable. The option previously vested in accordance with its terms.

6. The option is vested as to 2,526 shares, and the remaining 632 shares vest on December 2, 2018, subject to the continued service of the reporting person.

7. The option is vested as to 1,720 shares, and the remaining 1,147 shares vest in two substantially equal annual installments beginning on February 25, 2019, subject to the continued service of the reporting person.

8. The option is vested as to 678 shares, and the remaining 1,019 shares vest in three substantially equal annual installments beginning on December 23, 2018, subject to the continued service of the reporting person.

9. The option is vested as to 419 shares, and the remaining 1,680 shares vest in four substantially equal annual installments beginning on October 7, 2018, subject to the continued service of the reporting person.

10. 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 and the 10-day volume weighted average price of the Common Stock (the "VWAP") commencing on the trading day that is 20 business days following the effective date of the IPO. If the VWAP is equal to the anticipated IPO price of $20.00 per share, which is the midpoint of the price range set forth on the cover page of the S-1, the Rawah Partners, LLC will receive an aggregate of 8,750 shares of Common Stock, and Electra Energy Company will receive an aggregate of 4,386 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.