FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FIRST PACTRUST BANCORP INC [ BANC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 08/22/2012 | S | 417,827 | D | $12 | 0 | I | By Sugarman Enterprises, Inc. | ||
Common Stock | 08/22/2012 | G(1) | 33,806 | D | $0.00 | 0 | I | By COR Capital Holding LLC | ||
Common Stock | 08/22/2012 | G(1) | 33,806 | A | $0.00 | 33,806 | I | By Steven and Ainslie Sugarman Living Trust |
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 Securities Underlying Derivative Security (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: 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 | ||||||||
Warrant to Purchase Class B Non-Voting Common Stock | $11 | 08/22/2012 | G(2) | 960,000 | (3) | (3) | Class B Non-Voting Common Stock | 960,000 | $0.00 | 0 | I | COR Capital Holding LLC | |||
Warrant to Purchase Class B Non-Voting Common Stock | $11 | 08/22/2012 | G(2) | 960,000 | (3) | (3) | Class B Non-Voting Common Stock | 960,000 | $0.00 | 960,000 | I | By Steven and Ainslie Sugarman Living Trust | |||
Stock Appreciation Right | $12.12 | 08/21/2012 | A | 500,000 | (4) | 08/21/2022 | Common Stock | 500,000 | $0.00(5) | 500,000 | D | ||||
Stock Option | $15.81 | 06/27/2012 | 06/27/2021 | Common Stock | 3,000 | 3,000 | D | ||||||||
Stock Option (Right to Purchase) | $15.81 | 06/27/2012 | 06/27/2021 | Common Stock | 5,631 | 8,631 | D | ||||||||
Stock Option (Right to Purchase) | $15.81 | 06/27/2012 | 06/27/2021 | Common Stock | 7,534 | 16,165 | D |
Explanation of Responses: |
1. The Class A Voting Common Stock was transferred from COR Capital Holding LLC , of which Mr. Sugarman is the managing member, to the Steven and Ainslie Sugarman Living Trust. |
2. The Class B Non-Voting Common Stock warrant was transferred from COR Capital Holding LLC , of which Mr. Sugarman is the managing member, to the Steven and Ainslie Sugarman Living Trust. |
3. Warrants to purchase 50,000 shares of the Issuer's Class B Non-Voting Common Stock became exercisable on October 1, 2011. An additional 130,000 shares will become exercisable on the first day of each of the next seven calendar quarterly periods beginning on January 1, 2012, subject to earlier vesting upon a change in control of the issuer or in the discretion of the issuer's board of directors. The warrant is exercisable with respect to each vesting tranche for five years after the tranche's vesting date. |
4. One-third of the rights vested immediately upon granting to Mr. Sugarman. The remaining rights will vest as follows: one-third on August 21, 2013 and the final one-third on August 21, 2014. |
5. Issued as consideration for services rendered to the Issuer. |
/s/ Richard A Herrin, Attorney-in-Fact | 08/22/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |