Form of Preferred Share Certificate for Series B Preferred Stock



 



 
  
 Exhibit
4.1 
 NUMBER B-[ ] 
 INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 

SHARES [ ] 
 WESTERN ALLIANCE BANCORPORATION 
 Non-Cumulative
Perpetual Preferred Stock, Series B 
 Par Value $.0001 Per Share 

($1,000 Liquidation Preference Per Share) 
 TRANSFER OF THIS CERTIFICATE IS RESTRICTED. SEE LEGEND ON REVERSE SIDE. 
 This is to certify that is the owner of fully paid and non-assessable shares of Non-Cumulative Perpetual Preferred Stock, Series B, par value $.0001 per share and a liquidation preference
of $1,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 

This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

Witness the seal of the Corporation and the signatures of its duly authorized officers. 

Dated: 
 Chairman and Chief Executive Officer 

Countersigned and Registered 
 American Stock Transfer & Trust Co., as Transfer Agent and Registrar 
 By: Assistant Secretary 







 The Corporation will furnish without charge to each stockholder who so requests, the powers, designations,
preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed in
writing to the Corporation or the Transfer Agent. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (THE “144A EXEMPTION”). IF ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS ADVISED BY THE
TRANSFEROR THAT SUCH TRANSFEROR IS RELYING ON THE 144A EXEMPTION, SUCH TRANSFEREE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES
THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND TREASURY, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH
SAID AGREEMENT WILL BE VOID. 
 The following abbreviations, when used in the inscription on the face of this certificate, shall
be construed as though they were written out in full to applicable laws or regulations: 
  

																	
	 TEN COM
	 	  -  	 	as tenants in common	  	 	UNIF GIFT MIN ACT-	  	  	______	  	 	Custodian	  	  	_____
	 TEN ENT
	 	  -  	 	as tenants by the entireties	  				  	(Minor)	  				  	(Cust)
	 JT TEN
	 	  -  	 	as joint tenants with right of survivorship and not as tenants in common	  	 
  

 
	under Uniform Gifts to Minors Act
 _______________________
 (State)


 Additional abbreviations may also be used though not in the above list. 

 
  

For value received, ________________ hereby sell(s), assign(s) and transfer(s) unto 

 

	
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	
	  

  
  

 
  
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE 

______________________________________________________________ 
 ______________________________________________________________ 

_________________________________________________________ shares 
 of the capital stock represented by the within certificate, and do(es) hereby irrevocably constitute and appoint _______________________, Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the premises. 
 Dated__________________ 

 

			
	
	
	 
	Signature	 	
		
	NOTICE:	 	The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change
whatever.


  

	
	SIGNATURE GUARANTEED
	
	  
	NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an
approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.