Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sugarman Steven
  2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [BANC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CEO AND CHAIRMAN OF BOARD
(Last)
(First)
(Middle)
C/O BANC OF CALIFORNIA, INC., 18500 VON KARMAN AVE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2015
(Street)

IRVINE, CA 92612
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2015   F(1)   1,029 D $ 11.08 70,375 D  
Common Stock               37,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock               690 I By Cole Sugarman Roth IRA
Common Stock               10,200 I By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock               400 I By Hailey Sugarman Roth IRA
Common Stock               1,475 I By Sierra Sugarman Roth IRA
Common Stock               2,000 I By Steven Sugarman Roth IRA
Common Stock               282 I By Ainslie Sugarman Roth IRA
Common Stock               35,000 (2) I By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock               4,700 I By Ainslie Sugarman IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) $ 15.81             06/27/2012 06/27/2021 Common Stock 16,165   16,165 D  
Warrant to Purchase Class B Non-Voting Common Stock $ 11 (3)               (4)   (5) Class B Non-Voting Common Stock 960,000   960,000 I By Steven and Ainslie Sugarman Living Trust
Stock Appreciation Rights $ 12.83               (6) 08/22/2022 Common Stock 70,877   70,877 D  
Stock Appreciation Rights $ 13.06               (6) 08/22/2022 Common Stock 150,933   150,933 D  
Stock Appreciation Rights $ 13.6               (6) 08/22/2022 Common Stock 88,366   88,366 D  
Stock Appreciation Rights $ 12.12               (6) 08/22/2022 Common Stock 500,000   500,000 D  
Stock Appreciation Rights $ 13.55               (6) 08/22/2022 Common Stock 15,275   15,275 D  
Stock Appreciation Rights $ 10.09               (7)(8) 08/22/2022 Common Stock 280,820 (9)   280,820 (9) D  
Stock Appreciation Rights $ 10.09               (6) 08/22/2022 Common Stock 252,023   252,023 D  
Stock Appreciation Rights $ 11.62             11/07/2014 08/22/2022 Common Stock 216,334   216,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sugarman Steven
C/O BANC OF CALIFORNIA, INC.
18500 VON KARMAN AVE, SUITE 1100
IRVINE, CA 92612
      CEO AND CHAIRMAN OF BOARD  

Signatures

 /s/ Ronald J. Nicolas, Jr.   03/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Shares disposed to satisfy the Reporting Person's tax liability incurred by the vesting of a previously granted award.
(2) The Reporting Person's minor children are the sole beneficiaries of the Steven and Ainslie Family Irrevocable Trust and his wife owns certain life interests.
(3) The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. The final exercise price will be determined at the time of exercise.
(4) Warrants vested in accordance with the following schedule: 50,000 shares vested on October 11, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012.
(5) Warrants expire five years from the date vested.
(6) Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
(7) These SARs (the "TEU Additional SARs") were issued to Mr. Sugarman in connection with the closing of an offering of the Issuer's 8.00% Tangible Equity Units. Each Tangible Equity Unit is composed of a prepaid stock purchase contract (each, a "Purchase Contract") and a junior subordinated amortizing note issued by the Issuer. Each Purchase Contract settles based on minimum or maximum settlement rates of shares of common stock. The number of settlement shares underlying the TEU Additional SARs were calculated using the maximum settlement rate and, therefore, the number of shares underlying these TEU Additional SARs is subject to adjustment and forfeiture. Until each Purchase Contract settles and the voting common stock related thereto is issued, each corresponding TEU Additional SAR has a vesting date of May 21, 2017 and no dividend equivalent rights prior to vesting.
(8) The TEU Additional SARs vest earlier than May 21, 2017 if any single Purchase Contract is settled in shares of voting common stock, at which time the TEU Additional SARs corresponding to such Purchase Contract shall become 100% vested and exercisable on the date on which any such Purchase Contract is settled (subject to certain exceptions if the settlement occurred before August 21, 2014). The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.
(9) The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes 7 and 8. As a result of the settlement of a portion of the Purchase Contacts on May 30, 2014, July 7, 2014, Sept. 9, 2014, Sept. 12, 2014, Nov. 3, 2014, Dec. 3, 2014, Dec. 23, 2014, Feb. 18, 2015 and Feb. 25, 2015 the TEU Additional SAR accelerated in vesting with respect to 49,469 shares on May 30, 2014, 30,736 on July 7, 2014, 8,900 shares on Sept. 9, 2014, 1,758 shares on Sept. 12, 2014, 5,195 shares on Nov. 3, 2014, 23,532 shares on Dec. 3, 2014, 14,407 shares on Dec. 23, 2014, 4,561 shares on Feb. 18, 2015 and 568 shares on Feb. 25, 2015. Furthermore, 6,597 shares were forfeited on May 30, 2014, 4,256 shares on July 7, 2014, 1,257 shares on Sept. 9, 2014, 250 shares on Sept. 12, 2014, 740 shares on Nov. 3, 2014, 3,405 shares on Dec. 3, 2014, 2,128 shares on Dec. 23, 2014, 681 shares on Feb. 18, 2015 and 85 shares on Feb. 25, 2015.

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