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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $ 11.62 | 11/07/2014(2) | A | 216,334 | 11/07/2014 | 08/22/2022 | Common Stock | 216,334 | $ 0 (3) | 216,334 | D | ||||
| 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 | (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 | 287,119 (9) | 287,119 (9) | D | ||||||||
| Stock Appreciation Rights | $ 10.09 | (6) | 08/22/2022 | Common Stock | 252,023 | 252,023 | D | ||||||||
| 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 | |||
| /s/ Ronald J. Nicolas, Jr., Attorney-in-Fact | 11/12/2014 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
| (2) | Although this Form 4 was filed three business days after the Date of Event, the filing is timely due to the observance of Veteran's Day on Tuesday, November 11, 2014. |
| (3) | The Reporting Person received these Stock Appreciation Rights ("SARs") in connection with the issuance of shares of the Issuer's common stock to OCM BOCA Investor, LLC, Patriot Financial Partners, L.P ., Patriot Financial Partners Parallel, L.P ., Patriot Financial Partners II, L.P . and Patriot Financial Partners Parallel II, L.P., that was closed in conjunction with the Issuer's acquisition of select assets and assumption of certain liabilities from Banco Popular North America ("BP NA") pertaining to certain BP NA California branch locations on November 7, 2014. |
| (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 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, September 9, 2014, September 12, 2014 and November 3, 2014, 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 September 9, 2014, 1,758 shares on September 12, 2014 and 5,195 shares on November 3, 2014. Furthermore, 6,597 shares were forfeited on May 30, 2014, 4,256 shares on July 7, 2014, 1,257 shares on September 9, 2014, 250 shares on September 12, 2014 and 740 shares on November 3, 2014. |