SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HEALY DANIEL M

(Last)

(First)

(Middle)

2500 WESTON ROAD

SUITE 300

(Street)

WESTON

33331

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2014

3. Issuer Name and Ticker or Trading Symbol
FCB FINANCIAL HOLDINGS, INC. [ FCB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	98,435	D
Common Stock	98,430	I	By grantor retained annuity trusts⁽¹⁾
Common Stock	1,995	I	By Bond Street Management, LLC⁽²⁾
Common Stock	106,952	I	By Bond Street Investors LLC⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (right to buy)	⁽⁴⁾	11/12/2019	Class A Common Stock	443,132	⁽³⁾	D
Common Stock Warrants (right to buy)	⁽⁴⁾	11/12/2019	Class A Common Stock	132,937	⁽³⁾	I	By The Mary E. Healy Trust
Common Stock Warrants (right to buy)	⁽⁴⁾	11/12/2019	Class A Common Stock	132,937	⁽³⁾	I	By The Daniel M. Healy Jr. Trust
Common Stock Warrants (right to buy)	⁽⁴⁾	11/12/2019	Class A Common Stock	88,624	⁽³⁾	I	By The Christine Peters Trust
Common Stock Warrants (right to buy)	⁽⁴⁾	11/12/2019	Class A Common Stock	88,624	⁽³⁾	I	By The Matthew Healy Trust
Option to Purchase	01/25/2013	12/09/2019	Class A Common Stock	127,510	$20	D
Option to Purchase	01/25/2013	03/29/2020	Class A Common Stock	24,023	$20	D
Option to Purchase	01/25/2013	01/10/2021	Class A Common Stock	95,134	$21	D
Option to Purchase	⁽⁵⁾	12/23/2023	Class A Common Stock	50,000	$19.75	D
Option to Purchase	⁽⁶⁾	02/05/2024	Class A Common Stock	10,000	$19.75	D

Explanation of Responses:

1. This includes shares contributed by Mr. Healy to grantor retained annuity trusts for the benefit of himself and his four children. As the grantor retained annuity trust have an independent trustee, Mr. Healy disclaims beneficial ownership of the securities held by such grantor retained annuity trusts.

2. This includes 1,995 shares of Class A Common Stock beneficially owned by Mr. Healy through Bond Street Management, LLC. Bond Street Management, LLC is the managing member of Bond Street Investors LLC, and as such has the power to vote, or to direct the voting, of the shares of the Company held by Bond Street Investors LLC. Daniel Healy is one of the managers of Bond Street Management, LLC, and as such may be deemed to directly or indirectly control the vote and disposition of shares of Class A Common Stock held by Bond Street Investors LLC.

3. This includes 106,952 shares of Class A Common Stock which he may be deemed to beneficially own by reason of ownership of limited liability company interests in Bond Street Investors LLC. Bond Street Investors, LLC is a Delaware limited liability company and a shareholder of the Company and in which certain of our directors and officers, among others, have an interest.

4. Exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the initial public offering. The exercise price at the 6-month anniversary of the consummation of the initial public offering is $24.24, the exercise price at the 18-month anniversary of the consummation of the initial public offering is $26.18 and the exercise price at the 30-month anniversary of the consummation of the initial public offering is $28.28.

5. These options vested immediately upon issuance on December 23, 2013, however none of such options are exercisable until the earlier to occur of a change in control transaction or an initial public offering. In the event of an initial public offering, the options become exercisable in equal installments 6, 18 and 30 months following such offering.

6. These options were granted on February 5, 2014 and vest on each of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014 in equal installments.

	/s/ Daniel Healy	07/31/2014
	** 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 5 (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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