0001476651-18-000110.txt : 20180312 0001476651-18-000110.hdr.sgml : 20180312 20180312163429 ACCESSION NUMBER: 0001476651-18-000110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180308 FILED AS OF DATE: 20180312 DATE AS OF CHANGE: 20180312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lieberman Les J CENTRAL INDEX KEY: 0001296415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36586 FILM NUMBER: 18683807 MAIL ADDRESS: STREET 1: C/O PORTICOES STREET 2: 712 FIFTH AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FCB FINANCIAL HOLDINGS, INC. CENTRAL INDEX KEY: 0001476651 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 270775699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2500 WESTON ROAD STREET 2: SUITE 300 CITY: WESTON STATE: FL ZIP: 33331 BUSINESS PHONE: 9549843313 MAIL ADDRESS: STREET 1: 2500 WESTON ROAD STREET 2: SUITE 300 CITY: WESTON STATE: FL ZIP: 33331 FORMER COMPANY: FORMER CONFORMED NAME: Bond Street Holdings Inc DATE OF NAME CHANGE: 20101007 FORMER COMPANY: FORMER CONFORMED NAME: Bond Street Holdings LLC DATE OF NAME CHANGE: 20091112 4 1 wf-form4_152088685508373.xml FORM 4 X0306 4 2018-03-08 0 0001476651 FCB FINANCIAL HOLDINGS, INC. FCB 0001296415 Lieberman Les J C/O FCB FINANCIAL HOLDINGS, INC. 2500 WESTON ROAD, SUITE 300 WESTON FL 33331 1 1 0 0 Executive Vice Chairman Class A Common Stock, par value $.001 per share 2018-03-08 4 X 0 34619 26.18 A 315356 D Class A Common Stock, par value $.001 per share 2018-03-08 4 X 0 70276 28.28 A 385632 D Class A Common Stock, par value $.001 per share 2018-03-08 4 S 0 50547 57.25 D 335085 D Class A Common Stock, par value $.001 per share 2018-03-09 4 X 0 70274 A 70274 I By The Descendant's Trust f/b/o Grace Dora Lieberman Class A Common Stock, par value $.001 per share 2018-03-09 4 S 0 32204 57.25 D 38070 I By The Descendant's Trust f/b/o Grace Dora Lieberman Class A Common Stock, par value $.001 per share 2018-03-09 4 X 0 70274 A 70274 I By The Descendant's Trust f/b/o Samuel Aaron Lieberman Class A Common Stock, par value $.001 per share 2018-03-09 4 S 0 32204 57.25 D 38070 I By The Descendant's Trust f/b/o Samuel Aaron Lieberman Class A Common Stock, par value $.001 per share 2018-03-09 4 X 0 70274 A 70274 I By The Descendant's Trust f/b/o Cara Tillie Lieberman Class A Common Stock, par value $.001 per share 2018-03-09 4 S 0 32204 57.25 D 38070 I By The Descendant's Trust f/b/o Cara Tillie Lieberman Class A Common Stock, par value $.001 per share 25000 I By grantor retained annuity trust Class A Common Stock, par value $.001 per share 89002 I By descendants' trusts Class A Common Stock, par value $.001 per share 1995 I By Bond Street Management, LLC Common Stock Warrants (right to buy) 26.18 2018-03-08 4 X 0 34619 0 D 2019-11-12 Class A Common Stock 34619.0 196649 D Common Stock Warrants (right to buy) 28.28 2018-03-08 4 X 0 70276 0 D 2019-11-12 Class A Common Stock 70276.0 126373 D Common Stock Warrants (right to buy) 2018-03-09 4 X 0 70274 0 D 2019-11-12 Class A Common Stock 70274.0 77434 I By The Descendant's Trust f/b/o Grace Dora Lieberman Common Stock Warrants (right to buy) 2018-03-09 4 X 0 70274 0 D 2019-11-12 Class A Common Stock 70274.0 77434 I By The Descendant's Trust f/b/o Samuel Aaron Lieberman Common Stock Warrants (right to buy) 2018-03-09 4 X 0 70274 0 D 2019-11-12 Class A Common Stock 70274.0 77434 I By The Descendant's Trust f/b/o Cara Tillie Lieberman All shares to which the transaction code "S" is applied in Table I consist of shares withheld by FCB Financial Holdings, Inc. (the "Issuer") to pay the exercise price upon the "cashless exercise" of warrants, which cashless exercise may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the warrant shares withheld. This Form does not report any sale by the reporting person of any shares issued to him upon the exercise of warrants or otherwise. See Exhibit 99.1 to this Form 4 for explanation of note (2). See Exhibit 99.1 to this Form 4 for explanation of note (3). See Exhibit 99.1 to this Form 4 for explanation of note (4). See Exhibit 99.1 to this Form 4 for explanation of note (5). See Exhibit 99.1 to this Form 4 for explanation of note (6). See Exhibit 99.1 to this Form 4 for explanation of note (7). See Exhibit 99.1 to this Form 4 for explanation of note (8). See Exhibit 99.1 to this Form 4 for explanation of note (9). /s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman 2018-03-12 EX-99 2 exhibit991031218.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

Explanation of Responses:
(2)
On March 8, 2018, the reporting person exercised (i) a warrant to purchase 18,787 shares of the Issuer for $26.18 a share and (ii) a warrant to purchase 35,561 shares of the Issuer for $28.28 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 50,547 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 54,348 shares. The Issuer also paid $84.73 to the reporting person in lieu of fractional shares.
(3)
On March 9, 2018, The Descendant’s Trust f/b/o Grace Dora Lieberman (“Trust I”) exercised (i) a warrant to purchase 23,424 shares of the Issuer for $24.24 a share, (ii) a warrant to purchase 23,425 shares of the Issuer for $26.18 a share and (ii) a warrant to purchase 23,425 shares of the Issuer for $28.28 a share. Trust I paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 32,204 of the warrant shares to pay the exercise price and issuing to Trust I the remaining 38,070 shares. The Issuer also paid $155.15 to Trust I in lieu of fractional shares.
(4)
On March 9, 2018, The Descendant’s Trust f/b/o Samuel Aaron Lieberman (“Trust II”) exercised (i) a warrant to purchase 23,424 shares of the Issuer for $24.24 a share, (ii) a warrant to purchase 23,425 shares of the Issuer for $26.18 a share and (ii) a warrant to purchase 23,425 shares of the Issuer for $28.28 a share. Trust II paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 32,204 of the warrant shares to pay the exercise price and issuing to Trust II the remaining 38,070 shares. The Issuer also paid $155.15 to Trust II in lieu of fractional shares.
(5)
On March 9, 2018, The Descendant’s Trust f/b/o Cara Tillie Lieberman (“Trust III”) exercised (i) a warrant to purchase 23,424 shares of the Issuer for $24.24 a share, (ii) a warrant to purchase 23,425 shares of the Issuer for $26.18 a share and (ii) a warrant to purchase 23,425 shares of the Issuer for $28.28 a share. Trust III paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 32,204 of the warrant shares to pay the exercise price and issuing to Trust III the remaining 38,070 shares. The Issuer also paid $155.15 to Trust III in lieu of fractional shares.
(6)
This includes shares contributed by the reporting person to a grantor retained annuity trust for the benefit of himself and his three children. As the reporting person is not the trustee of the grantor retained annuity trust, the reporting person disclaims beneficial ownership of the securities held by such grantor retained annuity trust.
(7)
This includes shares distributed from a grantor retained annuity trust for the benefit of the reporting person and his three children to three descendants’ trusts for the respective benefit of such children. The reporting person disclaims beneficial ownership of the securities held by such descendants’ trusts.
(8)
This includes 1,995 shares beneficially owned by the reporting person through Bond Street Management, LLC.
(9)
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.