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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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 BANC OF CALIFORNIA, INC.
18500 VON KARMAN AVE, SUITE 1100
(Street)
IRVINE CA 92612
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, 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)
FORMER CEO AND BOARD CHAIRMAN
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2017
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)
Code V Amount (A) or (D) Price
Common Stock 01/23/2017 F(1) 121,935 D $16.15 213,567 D
Common Stock 7,860 I By Steven Sugarman IRA
Common Stock 112,274 I By Steven and Ainslie Sugarman Living Trust
Common Stock 2,000 I By Steven Sugarman Roth IRA
Common Stock 282 I By Ainslie Sugarman Roth IRA
Common Stock 4,700 I By Ainslie Sugarman IRA
Common Stock 10,200 I By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock 35,000 I By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock 728 I By Cole Sugarman Roth IRA
Common Stock 700 I By Hailey Sugarman Roth IRA
Common Stock 1,475 I By Sierra Sugarman Roth IRA
8.00% Non-Cumulative Perpetual Preferred Stock, Series C 4,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) $15.81 06/27/2012 06/27/2021 Common Stock 16,165 16,165 D
Warrant to Purchase Class B Non-Voting Common Stock $11(2) (3) (4) Class B Non-Voting Common Stock 480,000 480,000 I By Steven and Ainslie Sugarman Living Trust
Stock Appreciation Rights $12.83 (5) 08/22/2022 Common Stock 70,877 70,877 D
Stock Appreciation Rights $13.06 (5) 08/22/2022 Common Stock 150,933 150,933 D
Stock Appreciation Rights $13.6 (5) 08/22/2022 Common Stock 88,366 88,366 D
Stock Appreciation Rights $12.12 (5) 08/22/2022 Common Stock 500,000 500,000 D
Stock Appreciation Rights $13.55 (5) 08/22/2022 Common Stock 15,275 15,275 D
Stock Appreciation Rights $10.09 (5) 08/22/2022 Common Stock 252,023 252,023 D
Stock Appreciation Rights $12.27 09/30/2015 08/22/2022 Common Stock 2,973 2,973 D
Stock Appreciation Rights $11.62 11/07/2014 08/22/2022 Common Stock 216,334 216,334 D
Stock Appreciation Rights $10.09 (6) 08/22/2022 Common Stock 262,231(7) 262,231(7) D
Explanation of Responses:
1. Shares disposed to satisfy Mr. Sugarman's tax liability incurred by the accelerated vesting of 251,005 shares previously granted to him as an award on April 26, 2016. This award was previously scheduled to vest in full on April 1, 2017, but was subject to certain restrictions on transfer until April 1, 2021. Pursuant to the terms and conditions of the Separation Agreement entered into by the Issuer and Mr. Sugarman on January 23, 2017 (the "Separation Agreement"), the shares not otherwise withheld to satisfy Mr. Sugarman's tax liability are now fully vested, and are no longer subject to the former transfer restrictions.
2. The exercise price of the Warrant is subject to certain automatic adjustments in accordance with the terms thereof. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price of the Warrant is $8.72 as of December 31, 2016.
3. 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.
4. Warrants expire five years from the date vested.
5. Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
6. 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.
7. The TEU Additional SAR originally related to 300,219 shares of common stock. Prior to January 23, 2017, pursuant to the terms thereof, the TEU Additional SAR had accelerated in vesting with respect to 254,402 shares and 37,988 shares had been forfeited. Pursuant to the terms and conditions of the Separation Agreement, the TEU Additional SAR accelerated in vesting with respect to the final 7,829 shares on January 23, 2017. The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.
/s/ Albert Wang, Attorney-in-Fact 01/25/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.