UNITED ~~STATESSECURITIES AND~~ ~~EXCHANGE~~STATES COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): October 24, 2012

~~PACIFIC~~SECURITIES ~~CAPITAL~~AND ~~BANCORP(Exact name~~EXCHANGE ofCOMMISSION ~~registrant as specified in its charter)~~

Delaware	001-35026	95-3673456
(State or other jurisdiction ofincorporation or organization)	(Commission FileNumber)	(IRS EmployerIdentification No.)

Washington, DC 20549

1021 Anacapa Street, 3rd Floor Santa Barbara, California	93101
(Address of principal executive offices)	(Zip Code)

FORM 8-K

~~Registrant’s~~CURRENT ~~telephone~~REPORT ~~number, including area code: (805) 564-6405~~

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event Reported): November 30, 2012

PACIFIC CAPITAL BANCORP

(Exact Name of Registrant as Specified in its Charter)


Delaware (State or Other Jurisdiction of Incorporation)	001-35026 (Commission File Number)	95-3673456 (IRS Employer Identification No.)

c/o UnionBanCal Corporation 400 California Street San Francisco, CA 94104-1302 (Address of Principal Executive Offices)		93101 (Zip Code)

Registrant’s telephone number, including area code: (415) 765-2969

1021 Anacapa Street, 3rd Floor

Santa Barbara, California

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~2.02.~~Note ~~Results of Operations and Financial Condition.~~

On ~~October~~December 1, 242012, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 9, 2012 (the “Merger Agreement”), by and among UnionBanCal Corporation (“UNBC”), Pebble Merger Sub Inc. (“Merger Sub”), and Pacific Capital Bancorp (the “Company”), ~~issued~~Merger ~~a press~~Sub ~~release~~merged ~~regarding~~with ~~its~~and ~~results~~into ofthe ~~operations~~Company, ~~and~~with ~~financial condition~~the ~~for~~Company ~~the~~surviving ~~period~~as ~~ended~~a ~~September~~wholly ~~30,~~owned ~~2012~~subsidiary of UNBC (the ~~“Press~~ ~~Release~~“Merger”). A ~~copy~~Pursuant to an Agreement and Plan of ~~the~~Merger, ~~Press~~dated ~~Release~~as isof ~~attached~~December 1, to2012 ~~this~~by ~~Current Report~~and between the Company and UNBC, on ~~Form~~December 3, ~~8-K~~2012, asthe ~~Exhibit~~Company ~~99.1~~will merge with and isinto ~~incorporated~~UNBC, ~~herein~~with ~~by reference~~UNBC surviving.

~~The information in this Current Report on Form 8-K is being furnished pursuant to~~ Item 23.0201 ~~and~~Notice ~~shall not be deemed to be “filed” for the purposes~~ of ~~Section 18~~Delisting ~~of the Securities Exchange Act of 1934,~~ or ~~otherwise~~ ~~subject~~Failure to ~~liabilities~~Satisfy ofa ~~that~~Continued ~~section,~~Listing ~~nor~~Rule ~~shall~~or itStandard; beTransfer ~~deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~ asListing ~~amended, except as expressly set forth in such filing.~~

In connection with the consummation of the Merger, the Company notified The Nasdaq Global Select Market (“Nasdaq”) on November 30, 2012 of such consummation and requested that Nasdaq file a Notification of Removal from Listing on Form 25 with the U.S. Securities and Exchange Commission to report that the shares of the Company’s common stock are no longer listed on Nasdaq.

Item 3.03 Material Modification to Rights of Security Holders

Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock was converted into the right to receive $46.00 in cash, without interest and less any applicable withholding taxes, other than shares owned by UNBC, the Company or any direct or indirect wholly owned subsidiary of UNBC or the Company (subject to certain exceptions), which shares were cancelled without payment.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2012, and which is incorporated herein by reference.

The information set forth in Items 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

Item 5.01 Changes in Control of Registrant

As a result of the Merger, a change in control of the Company occurred, and Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of UNBC. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

At the effective time of the Merger, the certificate of incorporation and the bylaws of the Company were amended and restated as set forth in Exhibit 3.1 and Exhibit 3.2 hereto, respectively, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
ExhibitNumber		Description
99.1	Press Release dated October 24, 2012.
3.1		Amended and Restated Certificate of Incorporation of Pacific Capital Bancorp.
3.2		Amended and Restated Bylaws of Pacific Capital Bancorp.

~~SIGNATURES~~ SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~PACIFIC CAPITAL BANCORP~~		PACIFIC CAPITAL BANCORP
	(Registrant)
Date: December 3, 2012			By:	/s/ John F. Woods
October 24, 2012	By:	/s/ Mark K. Olson
			Name:	John F. Woods
		Mark K. Olson
			Title:	Chairman and President
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX ~~TO EXHIBITS~~

Exhibit No.		Description
ExhibitNumber		Description
99.1		Press Release dated October 24, 2012.
3.1		Amended and Restated Certificate of Incorporation of Pacific Capital Bancorp.
3.2		Amended and Restated Bylaws of Pacific Capital Bancorp.

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