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^*

Sugarman Steven

(Last)

(First)

(Middle)

C/O FIRST PACTRUST BANCORP INC.

18500 VON KARMAN AVE, SUITE 1100

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST PACTRUST BANCORP 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)
	CO-CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012

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)
Common Stock	08/22/2012		S		417,827	D	$12	0	I	By Sugarman Enterprises, Inc.
Common Stock	08/22/2012		G⁽¹⁾		33,806	D	$0.00	0	I	By COR Capital Holding LLC
Common Stock	08/22/2012		G⁽¹⁾		33,806	A	$0.00	33,806	I	By Steven and Ainslie Sugarman Living Trust

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)
Warrant to Purchase Class B Non-Voting Common Stock	$11	08/22/2012		G⁽²⁾			960,000	⁽³⁾	⁽³⁾	Class B Non-Voting Common Stock	960,000	$0.00	0	I	COR Capital Holding LLC
Warrant to Purchase Class B Non-Voting Common Stock	$11	08/22/2012		G⁽²⁾		960,000		⁽³⁾	⁽³⁾	Class B Non-Voting Common Stock	960,000	$0.00	960,000	I	By Steven and Ainslie Sugarman Living Trust
Stock Appreciation Right	$12.12	08/21/2012		A		500,000		⁽⁴⁾	08/21/2022	Common Stock	500,000	$0.00⁽⁵⁾	500,000	D
Stock Option	$15.81							06/27/2012	06/27/2021	Common Stock	3,000		3,000	D
Stock Option (Right to Purchase)	$15.81							06/27/2012	06/27/2021	Common Stock	5,631		8,631	D
Stock Option (Right to Purchase)	$15.81							06/27/2012	06/27/2021	Common Stock	7,534		16,165	D

Explanation of Responses:

1. The Class A Voting Common Stock was transferred from COR Capital Holding LLC , of which Mr. Sugarman is the managing member, to the Steven and Ainslie Sugarman Living Trust.

2. The Class B Non-Voting Common Stock warrant was transferred from COR Capital Holding LLC , of which Mr. Sugarman is the managing member, to the Steven and Ainslie Sugarman Living Trust.

3. Warrants to purchase 50,000 shares of the Issuer's Class B Non-Voting Common Stock became exercisable on October 1, 2011. An additional 130,000 shares will become exercisable on the first day of each of the next seven calendar quarterly periods beginning on January 1, 2012, subject to earlier vesting upon a change in control of the issuer or in the discretion of the issuer's board of directors. The warrant is exercisable with respect to each vesting tranche for five years after the tranche's vesting date.

4. One-third of the rights vested immediately upon granting to Mr. Sugarman. The remaining rights will vest as follows: one-third on August 21, 2013 and the final one-third on August 21, 2014.

5. Issued as consideration for services rendered to the Issuer.

	/s/ Richard A Herrin, Attorney-in-Fact	08/22/2012
	** 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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