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)
08/21/2015
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 08/21/2015 P 5,000 A $12.29 45,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock 08/21/2015 P 5,000 A $12.28 50,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock 08/21/2015 P 5,000 A $12.27 55,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock 08/21/2015 P 10,000 A $12.22 65,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock 08/24/2015 P 10,000 A $12 75,736 I By Steven and Ainslie Sugarman Living Trust
Common Stock 166,249(1) D
Common Stock 10,200 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 282 I By Ainslie Sugarman Roth IRA
Common Stock 35,000 I By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock 4,700 I By Ainslie Sugarman IRA
8.00% Non-Cumulative Perpetual Preferred Stock, Series C 4,000 I By Steven and Ainslie Sugarman Living Trust
Common Stock 690 I By Cole 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) (4) 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 150,933 150,933 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 (6)(7) 08/22/2022 Common Stock 268,178(8) 268,178(8) D
Stock Appreciation Rights $10.09 (5) 08/22/2022 Common Stock 252,023 252,023 D
Stock Appreciation Rights $11.62 11/07/2014 08/22/2022 Common Stock 216,334 216,334 D
Explanation of Responses:
1. 121,852 of these shares represent a grant of restricted stock that is subject to certain performance conditions being met in order to vest by April 1, 2016.
2. The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price for these warrants was $9.13 per share as of June 30, 2015.
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. 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.
7. 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.
8. 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 6 and 7. As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 219,445 shares and 32,041 shares were forfeited as of July 21, 2015.
/s/ Ronald J. Nicolas, Jr., Attorney-in-Fact 08/24/2015
** 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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