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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 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 (2) | (3) | (4) | Class B Non-Voting Common Stock | 480,000 | 480,000 | I | By Steven and Ainslie Sugarman Living Trust | |||||||
| Stock Appreciation Rights | $ 12.83 | (5) | 08/22/2022 | Common Stock | 70,877 | 70,877 | D | ||||||||
| Stock Appreciation Rights | $ 13.06 | (5) | 08/22/2022 | Common Stock | 150,933 | 150,933 | D | ||||||||
| Stock Appreciation Rights | $ 13.6 | (5) | 08/22/2022 | Common Stock | 88,366 | 88,366 | D | ||||||||
| Stock Appreciation Rights | $ 12.12 | (5) | 08/22/2022 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Appreciation Rights | $ 13.55 | (5) | 08/22/2022 | Common Stock | 15,275 | 15,275 | D | ||||||||
| Stock Appreciation Rights | $ 10.09 | (5) | 08/22/2022 | Common Stock | 252,023 | 252,023 | D | ||||||||
| Stock Appreciation Rights | $ 12.27 | 09/30/2015 | 08/22/2022 | Common Stock | 2,973 | 2,973 | D | ||||||||
| Stock Appreciation Rights | $ 11.62 | 11/07/2014 | 08/22/2022 | Common Stock | 216,334 | 216,334 | D | ||||||||
| Stock Appreciation Rights | $ 10.09 | (6) | 08/22/2022 | Common Stock | 262,231 (7) | 262,231 (7) | 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 |
FORMER CEO AND BOARD CHAIRMAN | |||
| /s/ Albert Wang, Attorney-in-Fact | 01/25/2017 | |
| **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) | Shares disposed to satisfy Mr. Sugarman's tax liability incurred by the accelerated vesting of 251,005 shares previously granted to him as an award on April 26, 2016. This award was previously scheduled to vest in full on April 1, 2017, but was subject to certain restrictions on transfer until April 1, 2021. Pursuant to the terms and conditions of the Separation Agreement entered into by the Issuer and Mr. Sugarman on January 23, 2017 (the "Separation Agreement"), the shares not otherwise withheld to satisfy Mr. Sugarman's tax liability are now fully vested, and are no longer subject to the former transfer restrictions. |
| (2) | The exercise price of the Warrant is subject to certain automatic adjustments in accordance with the terms thereof. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price of the Warrant is $8.72 as of December 31, 2016. |
| (3) | 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. |
| (4) | Warrants expire five years from the date vested. |
| (5) | Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014. |
| (6) | 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. |
| (7) | The TEU Additional SAR originally related to 300,219 shares of common stock. Prior to January 23, 2017, pursuant to the terms thereof, the TEU Additional SAR had accelerated in vesting with respect to 254,402 shares and 37,988 shares had been forfeited. Pursuant to the terms and conditions of the Separation Agreement, the TEU Additional SAR accelerated in vesting with respect to the final 7,829 shares on January 23, 2017. The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant. |