SEC Form 4
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
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 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*
Sugarman Steven
(Last) (First) (Middle)
C/O BANC OF CALIFORNIA, INC.
18500 VON KARMAN AVE, SUITE 1100
(Street)
IRVINE CA 92612
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [ BANC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO AND CHAIRMAN OF BOARD
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2014
4. If Amendment, Date of 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
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 05/23/2014 P 35,000 A $10.38 35,000(1) I By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock 33,806 I By Steven and Ainslie Sugarman Living Trust
Common Stock 40 I By Cole Sugarman Roth IRA
Common Stock 75,263.5368 D
Common Stock 7,500 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 4,282 I By Ainslie Sugarman Roth IRA
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
Stock Appreciation Rights $10.09 05/21/2014 A 300,219(2) 05/21/2017(3) 08/22/2022 Common Stock 300,219 $0(4) 300,219 D
Stock Appreciation Rights $10.09 05/21/2014 A 252,023 (5) 08/22/2022 Common Stock 252,023 $0(4) 552,242 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 (6) (7) Class B Non-Voting Common Stock 960,000 960,000 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 150,993 150,993 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
Explanation of Responses:
1. Mr. Sugarman's minor children are the sole beneficiaries of the Steven and Ainslie Family Irrevocable Trust and his wife owns certain life interests.
2. These stock appreciation rights ("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. The number of shares underlying these SARs is subject to adjustment and therefore certain of these SARs are subject to forfeiture.
3. Subject to earlier vesting to the extent of and upon the early settlement of the respective Purchase Contracts in accordance with the settlement rates set forth in such Purchase Contracts.
4. Mr. Sugarman received these SARs pursuant to the terms and conditions of his employment agreement with the Issuer, and, accordingly, paid no consideration for the receipt thereof.
5. Two-thirds of these SARs are currently vested, and the remaining one-third is scheduled to vest on August 21, 2014.
6. 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.
7. Warrants expire five years from the date vested.
/s/ Richard Herrin, Attorney-in-Fact 05/23/2014
** 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).
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