SEC FORM 4

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

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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^*

Karr Michael S

(Last)

(First)

(Middle)

17901 VON KARMAN AVE., SUITE 1200

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC PREMIER BANCORP INC [ PPBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP & Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PPBI Common Stock	03/15/2024		A		15,480⁽¹⁾	A	$0	43,765	D
PPBI Common Stock	03/15/2024		M		3,720⁽²⁾	A	⁽²⁾	47,485	D
PPBI Common Stock	03/15/2024		M		483	A	⁽³⁾	47,968	D
PPBI Common Stock	03/15/2024		F		7,506⁽⁴⁾	D	$22.61	40,462⁽⁵⁾	D
PPBI Common Stock	03/19/2024		G⁽⁶⁾		6,455	D	$0	34,007⁽⁵⁾	D
PPBI Common Stock	03/19/2024		G⁽⁶⁾		6,455	A	$0	88,377	I	The Karr Family Revocable Trust dated February 15, 2005⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PPBI Restricted Stock Unit	⁽⁸⁾	03/15/2024		A		15,480		⁽⁸⁾	⁽⁹⁾	PPBI Common Stock	15,480	$0	15,480	D
PPBI Restricted Stock Unit	⁽⁸⁾	03/15/2024		M			5,746⁽²⁾	⁽⁸⁾	⁽⁹⁾	PPBI Common Stock	5,746	$0	0	D
Dividend Equivalent Rights	⁽³⁾	03/15/2024		M			483	⁽³⁾	⁽⁹⁾	PPBI Common Stock	483	⁽³⁾	0	D
PPBI Restricted Stock Unit	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	PPBI Common Stock	9,477		9,477	D
PPBI Restricted Stock Unit	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	PPBI Common Stock	14,051		14,051	D

Explanation of Responses:

1. Restricted Stock with an evenly distributed 3-year vesting schedule.

2. On March 15, 2021, Reporting Person was granted Restricted Stock Units which convert into common stock on a one-for-one basis, the vesting of which was conditioned upon the achievement of certain performance goals. On March 15, 2024, actual performance against goals for the applicable performance period was determined and the Reporting Person was awarded 3,720 shares of common stock.

3. Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units.

4. Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Units, Restricted Stock Awards and dividend equivalent rights.

5. Includes 34,007 shares of restricted stock subject to a vesting schedule set forth in the restricted stock grant and subject to forfeiture upon the occurrence of certain events specified in the restricted stock grant.

6. On March 19, 2024, the reporting person transferred 6,455 directly owned shares of PPBI common stock to The Karr Family Revocable Trust dated February 15, 2005. The reporting person shares voting and disposition control over shares held by the Trust.

7. Shares held by The Karr Family Revocable Trust dated February 15, 2005.

8. Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest, if at all, following the third anniversary of the date of grant upon confirmation of achievement of certain predetermined performance goals over a 3-year performance period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of the targeted amount. 50% vesting will be based on the Company's 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking Index ("KRX"). 25% vesting will be based on the Company's average ROAA percentile performance as compared to KRX companies over the performance period. 25% vesting will be based on the Company's average ROATCE percentile performance as compared to the KRX companies over the performance period.

9. Not applicable.

Remarks:

	/s/ Michael S. Karr	03/19/2024
	** 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).
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