0001476651-18-000024.txt : 20180109 0001476651-18-000024.hdr.sgml : 20180109 20180109164614 ACCESSION NUMBER: 0001476651-18-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180102 FILED AS OF DATE: 20180109 DATE AS OF CHANGE: 20180109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ellert Kent S CENTRAL INDEX KEY: 0001610205 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36586 FILM NUMBER: 18519551 MAIL ADDRESS: STREET 1: 2500 WESTON ROAD STREET 2: SUITE 300 CITY: WESTON STATE: FL ZIP: 33331 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_151553436054719.xml FORM 4 X0306 4 2018-01-02 0 0001476651 FCB FINANCIAL HOLDINGS, INC. FCB 0001610205 Ellert Kent S C/O FCB FINANCIAL HOLDINGS, INC. 2500 WESTON ROAD, SUITE 300 WESTON FL 33331 1 1 0 0 President & CEO Class A Common Stock, par value $.001 per share 2018-01-02 4 A 0 103456 0 A 263136 D Class A Common Stock, par value $.001 per share 2018-01-02 4 F 0 40647 50.80 D 222489 D Class A Common Stock, par value $.001 per share 2018-01-05 4 M 0 6234 19.75 A 228723 D Class A Common Stock, par value $.001 per share 2018-01-05 4 S 0 6234 52.2809 D 222489 D Class A Common Stock, par value $.001 per share 2018-01-08 4 M 0 6886 19.75 A 229375 D Class A Common Stock, par value $.001 per share 2018-01-08 4 S 0 6886 52.034 D 222489 D Option to Purchase 19.75 2018-01-05 4 M 0 6234 0 D 2023-12-23 Class A Common Stock 6234.0 210963 D Option to Purchase 19.75 2018-01-08 4 M 0 6886 0 D 2023-12-23 Class A Common Stock 6886.0 204077 D See Exhibit 99.1 to this Form 4 for explanation of footnote (1). The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 2, 2017. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.70 to $52.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.60 to $52.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. These options vested immediately upon issuance on December 23, 2013, and became exercisable in equal installments 6, 18 and 30 months following the initial public offering. /s/ Douglas Bates, as Attorney-in-Fact for Kent Ellert 2018-01-09 EX-99 2 exhibit991010918.htm EXHIBIT 99.1 01.09.18 Exhibit
Exhibit 99.1

Explanation of Responses:
(1)
On March 30, 2015, the reporting person was awarded 68,040 cash phantom units (“CPUs”) in respect of the three-year period ending December 31, 2017, each of which is the equivalent in value to a share of the Class A common stock of FCB Financial Holdings, Inc. (the “Issuer”). The amount payable in settlement of the CPUs was equal to the sum of (i) the number of CPUs earned multiplied by the Applicable Value (as defined in the long-term incentive award agreement between the reporting person and the Issuer) plus (ii) an amount equal to the cash dividends payable on one share of the Issuer’s Class A common stock during the performance period multiplied by the number of CPUs earned, as determined by the Compensation Committee of the Issuer. Following the determination and certification of the Compensation Committee of the Issuer of the Applicable Value and whether and to what extent the CPUs are earned, the amount payable in settlement of such CPUs was payable in cash or, in the discretion of the Compensation Committee, in whole or in part, in shares of the Issuer’s Class A common stock. On January 2, 2018, the Compensation Committee of the Issuer certified that (1) the Applicable Value is $51.50 and (2) the number of CPUs earned by the reporting person is 102,060, payable in 103,456 shares of the Issuer’s Class A common stock based on the closing price of $50.80 on December 29, 2017.