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