0001415889-15-002115.txt : 20150619 0001415889-15-002115.hdr.sgml : 20150619 20150619060211 ACCESSION NUMBER: 0001415889-15-002115 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150617 FILED AS OF DATE: 20150619 DATE AS OF CHANGE: 20150619 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BANC OF CALIFORNIA, INC. CENTRAL INDEX KEY: 0001169770 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043639825 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18500 VON KARMAN CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-236-5211 MAIL ADDRESS: STREET 1: 18500 VON KARMAN CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PACTRUST BANCORP INC DATE OF NAME CHANGE: 20020322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sugarman Steven CENTRAL INDEX KEY: 0001504590 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35522 FILM NUMBER: 15941335 MAIL ADDRESS: STREET 1: C/O FIRST PACTRUST BANCORP INC STREET 2: 610 BAY BOULEVARD CITY: CHULA VISTA STATE: CA ZIP: 91910 4 1 form4-06192015_030601.xml X0306 4 2015-06-17 0001169770 BANC OF CALIFORNIA, INC. BANC 0001504590 Sugarman Steven C/O BANC OF CALIFORNIA, INC. 18500 VON KARMAN AVE, SUITE 1100 IRVINE CA 92612 true true false false CEO AND CHAIRMAN OF BOARD Common Stock 2015-06-17 4 P 0 1692 13.62 A 39428 I By the Steven and Ainslie Sugarman Living Trust Common Stock 2015-06-17 4 P 0 1308 13.6069 A 40736 I By Steven and Ainslie Sugarman Living Trust 8.00% Non-Cumulative Perpetual Preferred Stock, Series C 2015-06-17 4 P 0 4000 27.127 A 4000 I By Steven and Ainslie Sugarman Living Trust Common Stock 166249 D Common Stock 10200 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 1475 I By Sierra Sugarman Roth IRA Common Stock 2000 I By Steven Sugarman Roth IRA Common Stock 282 I By Ainslie Sugarman Roth IRA Common Stock 35000 I By the Steven and Ainslie Sugarman Family Irrevocable Trust Common Stock 4700 I By Ainslie Sugarman IRA Common Stock 690 I By Cole Sugarman Roth IRA Stock Option (Right to Purchase) 15.81 2012-06-27 2021-06-27 Common Stock 16165 16165 D Warrant to Purchase Class B Non-Voting Common Stock 11 Class B Non-Voting Common Stock 960000 960000 I By Steven and Ainslie Sugarman Living Trust Stock Appreciation Rights 12.83 2022-08-22 Common Stock 70877 70877 D Stock Appreciation Rights 13.06 2022-08-22 Common Stock 150933 150933 D Stock Appreciation Rights 13.60 2022-08-22 Common Stock 88366 88366 D Stock Appreciation Rights 12.12 2022-08-22 Common Stock 500000 500000 D Stock Appreciation Rights 13.55 2022-08-22 Common Stock 15275 15275 D Stock Appreciation Rights 10.09 2022-08-22 Common Stock 279469 279469 D Stock Appreciation Rights 10.09 2022-08-22 Common Stock 252023 252023 D Stock Appreciation Rights 11.62 2014-11-07 2022-08-22 Common Stock 216334 216334 D 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. 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 $9.22 per share as of March 31, 2015. 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. Warrants expire five years from the date vested. Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014. 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. 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. 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 settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 148,097 shares and 20,750 shares were forfeited as of June 3, 2015. /s/ Ronald J. Nicolas, Jr., Attorney-in-Fact 2015-06-19