X0202 4 2006-12-15 0 0000714801 NATIONAL MERCANTILE BANCORP MBLA 0001061271 POHLAD WILLIAM M 60 SOUTH 6TH STREET, SUITE 4050 MINNEAPOLIS MN 55402 0 0 1 0 Common Stock 2006-12-15 4 P 0 4166 15.645 A 837610 D The reporting person is a party to a Securities Purchase and Option Agreement dated December 15, 2006 by and among David Brown, James O. Pohlad, Robert C. Pohlad and William M. Pohlad ("Brown Agreement"). Pursuant to the Brown Agreement, the reporting person has the obligation to purchase 4,167 shares of common stock on February 27, 2007 and the obligation to purchase an additional 5,208 shares of common stock in the future upon the exercise of Options by Brown. The reporting person is a party to a Securities Purchase and Option Agreement dated December 19, 2005 by and among Scott A. Montgomery, Elaine B. Montgomery, The Montgomery Living Trust Dated September 28, 2000, James O. Pohlad, Robert C. Pohlad and William M. Pohlad (the "Agreement"). Pursuant to the Agreement, the reporting person has (a) an obligation to purchase shares of common stock isssuable upon exercise after December 31, 2005 of options granted to Scott A. Montgomery within 60 days of such exercise; (b) a right of first refusal to purchase shares of common stock Scott A. Montgomery, Elaine B. Montgomery or The Montgomery Living Trust proposes to transfer, whether voluntarily or involuntarily, other than for certain excluded transfers; (c) the right to purchase shares of common stock upon exercise prior to December 31, 2005 granted to Scott A. Montgomery on the first business day following the one year anniversary of exercise of options prior to December 31, 2005; and (d) an obligation to purchase shares of common stock held by Scott A. Montgomery, Elaine B. Montgomery or The Montgomery Living Trust or shares of common stock underlying options held by Scott A. Montgomery upon termination of Scott A. Montgomery's employment.For the purposes of the Agreement, the purchase price is determined with reference to the closing price as reported on the Nasdag SmallCap Market or book value per share of the common stock. The Agreement covers options to purchase 186,008 shares of common stock issuable upon exercise of outstanding options held by Scott A. Montgomery; 45,938 shares held by The Montgomery Living Trust and any other shares of common stock acquired by Scott A. Montgomery, Elaine B. Montgomery or The Montgomery Living Trust prior to the termination of Scott A. Montgomery's employment with the National Mercatile Bancorp and the purchase rights and obligations of the reporting person are with respect to one-third of such shares. /s/ William M. Pohlad 2006-12-15