SEC FORM 4

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^*

ORAN STUART I

(Last)

(First)

(Middle)

C/O FCB FINANCIAL HOLDINGS, INC.

2500 WESTON ROAD, SUITE 300

(Street)

WESTON

33331

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.001 per share	09/06/2017		M		5,151	A	$20.62	12,255	D
Class A Common Stock, par value $.001 per share	09/06/2017		S		5,151	D	$41.9397⁽¹⁾	7,104	D
Class A Common Stock, par value $.001 per share	09/07/2017		X		10,000	A	$26.18	17,104	D
Class A Common Stock, par value $.001 per share	09/07/2017		S⁽²⁾		6,279	D	$41.7	10,825	D
Class A Common Stock, par value $.001 per share	09/08/2017		S		3,721	D	$40.35	7,104	D
Class A Common Stock, par value $.001 per share								315	I	By Bond Street Manageme nt, LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase	$20.62	09/06/2017		M			5,151	01/25/2013	03/08/2022	Class A Common Stock	5,151	$0	44,849⁽⁴⁾	D
Common Stock Warrants (right to buy)	$26.18	09/07/2017		X			10,000	⁽⁵⁾	11/12/2019	Class A Common Stock	10,000	$0	407,483	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.93 to $42.005, inclusive. The reporting person undertakes to provide to FCB Financial Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

2. On September 7, 2017, the reporting person exercised a warrant to purchase 10,000 shares of Class A Common Stock of the Issuer for $26.18 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 6,279 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,721 shares. The Issuer also paid $34.19 to the reporting person in lieu of fractional shares.

3. This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.

4. The number of shares of Class A Common Stock of the Issuer issuable upon the exercise of options reported on this Form 4 reflects only the number of such options of the option class reported herein. The reporting person also holds, directly or indirectly, an additional 96,390 shares of Class A Common Stock of the Issuer issuable upon the exercise of other options, as reported in the reporting person's Form 3 and Form 4s previously filed with the Securities and Exchange Commission.

5. 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.

	/s/ Douglas Bates, as Attorney-in-Fact for Stuart Oran	09/08/2017
	** 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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