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)
08/22/2014
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 08/22/2014 P 650 A $12.16 690 I By Cole Sugarman Roth IRA
Common Stock 08/22/2014 P 2,700 A $12.17 10,200 I By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock 08/22/2014 P 700 A $12.17 700 I By Ainslie Sugarman IRA
Common Stock 33,806 I By Steven and Ainslie Sugarman Living Trust
Common Stock 75,263.5368 D
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 35,000 (1) I By the Steven and Ainslie Sugarman Family Irrevocable Trust
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 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) Class B Non-Voting Common Stock 960,000 960,000 I By Steven and Ainslie Sugarman Living Trust
Stock Appreciation Rights $12.83 (4) 08/22/2022 Common Stock 70,877 70,877 D
Stock Appreciation Rights $13.06 (4) 08/22/2022 Common Stock 150,933 150,933 D
Stock Appreciation Rights $13.6 (4) 08/22/2022 Common Stock 88,366 88,366 D
Stock Appreciation Rights $12.12 (4) 08/22/2022 Common Stock 500,000 500,000 D
Stock Appreciation Rights $13.55 (4) 08/22/2022 Common Stock 15,275 15,275 D
Stock Appreciation Rights $10.09 (5) (6) 08/22/2022 Common Stock 289,366 (7) 289,366 (7) D
Stock Appreciation Rights $10.09 (4) 08/22/2022 Common Stock 252,023 252,023 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. 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.
3. Warrants expire five years from the date vested.
4. Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
5. 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.
6. 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.
7. 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 5 and 6. As a result of the settlement of a portion of the Purchase Contacts on May 30, 2014 and July 7, 2014, the TEU Additional SAR accelerated in vesting with respect to 43,983 shares on May 30, 2014 and 22,879 on July 7, 2014. Furthermore, 6,597 shares were forfeited on May 30, 2014 and 4,256 shares on July 7, 2014.
/s/ Ronald J. Nicolas, Jr., Attorney-in-Fact 08/25/2014
** Signature of Reporting Person Date
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