0001749375-18-000004.txt : 20180820 0001749375-18-000004.hdr.sgml : 20180820 20180820160722 ACCESSION NUMBER: 0001749375-18-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180820 DATE AS OF CHANGE: 20180820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC CITY FINANCIAL CORP CENTRAL INDEX KEY: 0001423869 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90604 FILM NUMBER: 181028331 BUSINESS ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 213-210-2000 MAIL ADDRESS: STREET 1: 3701 WILSHIRE BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SANG YOUNG CENTRAL INDEX KEY: 0001749375 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3701 WILSHIRE BOULEVARD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90010 SC 13D 1 sylsc13d2018-08x09.htm SC 13D Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934



PACIFIC CITY FINANCIAL CORPORATION
(Name of Issuer)

COMMON STOCK NO PAR VALUE
(Title of Class of Securities)

69406T408
(CUSIP Number)

Timothy Chang
Executive Vice President & Chief Financial Officer
Pacific City Financial Corporation
3701 Wilshire Boulevard, Suite 900
Los Angeles, CA 90010
(213) 210-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 9, 2018
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





Page 2 of 7 Pages

CUSIP No. 69406T408
 
 
1
NAME OF REPORTING PERSON

LEE, SANG YOUNG
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERIA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER

17,936*
 
8
SHARED VOTING POWER

1,498,994
 
9
SOLE DISPOSITIVE POWER

17,936*
 
10
SHARED DISPOSITIVE POWER

1,498,994
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,516,930*
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.58%
 
14
TYPE OF REPORTING PERSON

IN
 
* Includes 8,366 shares stock options exercisable within 60 days hereof.




Page 3 of 7 Pages

CUSIP No. 69406T408
 
 
1
NAME OF REPORTING PERSON

LEE'S GOLD AND DIAMOND IMPORT, INC. (EIN NO. 95-4159457)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨

6
CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER

416,016
 
8
SHARED VOTING POWER

0
 
9
SOLE DISPOSITIVE POWER

416,016
 
10
SHARED DISPOSITIVE POWER

0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

416,016
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.63%
 
14
TYPE OF REPORTING PERSON

CO
 





Page 4 of 7 Pages

CUSIP No. 69406T408
 
 
1
NAME OF REPORTING PERSON

SANG YOUNG LEE & CHUN YOUNG LEE TR UA 04/22/1999 LEE FAMILY TRUST
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨

6
CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER

0
 
8
SHARED VOTING POWER

1,082,978
 
9
SOLE DISPOSITIVE POWER

0
 
10
SHARED DISPOSITIVE POWER

1,082,978
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,082,978
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.84%
 
14
TYPE OF REPORTING PERSON

OO
 






Page 5 of 7 Pages

Item 1. Security and Issuer.
Common Stock of Pacific City Financial Corporation, no par value
Pacific City Financial Corporation
3701 Wilshire Boulevard, Suite 900
Los Angeles, CA 90010
Item 2. Identity and Background.

(a)
Name: This statement is being filed by Sang Young Lee with respect to shares of Common Stock beneficially owned by Sang Young Lee as an individual, in the Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust (the “Trust”) and through Lee’s Gold & Diamond Import, Inc.
(b)
Address: The address for Sang Young Lee and the Trust, is 800 Greenridge Drive, La Canada, California 91011.
a.
The business address for Lee’s Gold & Diamond Import, Inc. is 606 S. HILL ST. #401, Los Angeles California, 90014.
(c)
Occupation: Mr. Lee is one of the founding board members of Pacific City Financial Corporation (“Pacific City”) and Pacific City Bank (the “Bank”), a wholly owned subsidiary of Pacific City and and the current Chairman of the Board of Pacific City and the Bank. Mr. Lee is the President and Chief Executive Officer of Lee’s Gold & Diamond Import, Inc. since 1988.
(d)
Criminal Proceedings: During the last five years, neither Mr. Lee, Lee’s Gold & Diamond Import, Inc. or any trustee of the Trust has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)
Civil Proceedings: During the last five years, neither Mr. Lee, Lee’s Gold & Diamond Import, Inc. or any trustee of the Trust was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction concerning violations of federal or state securities laws.
(f)
Citizenship: Mr. Lee is a U.S. Citizen. Lee’s Gold & Diamond Import, Inc. is a California corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Lee obtained the shares held in his own name and through the Trust through a combination of the exercise of stock options of Pacific City, available cash and by drawing upon an open line of credit with a bank that is not affiliated with Pacific City or the Bank.
The shares held by Lee’s Gold and Diamond Imports, Inc. were obtained through working capital of the corporation.
Item 4. Purpose of Transaction.
Sang Young Lee is a founding member of the Board of Directors of the Bank, and Pacific City. He has served on the Bank's Board from September 2003 to present and on Pacific City's Board from March 2007 to present. He is the current chairman of the Board of both Bank and Pacific City. Mr. Lee has been a consistent investor in the various capital raising efforts of Pacific City.
The shares held by Sang Young Lee, in the Trust and through Lee’s Gold & Diamond Import, Inc. are primarily held for investment purposes.
The filing of the 13D follows Pacific City’s recent initial public offering and listing of its common stock on the Nasdaq Global Select Market.




Page 6 of 7 Pages

Item 5. Interest in Securities of the Issuer.

A. Sang Young Lee
(a)
Aggregate number of shares beneficially owned: 1,516,930
Percentage: 9.58%
(b)
The shareholder has sole voting and dispositive power with respect to 17,936 shares.
(c)
Sang Young Lee purchased 30,000 shares to be held in the Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust, in connection with the Company’s Initial Public Offering pursuant to a Registration Statement on Form S-1 which was declared effective by the Securities and Exchange Commission on August 9, 2018.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s securities.
(e)
Not applicable.

B. Lee’s Gold & Diamond Import, Inc.
(a)
Aggregate number of shares beneficially owned: 416,016
Percentage: 2.63%
(b)
Lee’s Gold and Diamond Imports, Inc. has sole voting and dispositive power with respect to 416,016 shares.
(c)
There were no other transactions in the Issuer’s Common Stock effected by Lee’s Gold and Diamond Imports, Inc. during the past sixty (60) days.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s securities.
(e)
Not applicable.

C. Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust
(a)
Aggregate number of shares beneficially owned: 1,082,978
Percentage: 6.85%
(b)
The Trust has sole voting and dispositive power with respect to 1,082,978 shares.
(c)
The Trust purchased 30,000 shares, in connection with the Company’s Initial Public Offering pursuant to a Registration Statement on Form S-1 which was declared effective by the Securities and Exchange Commission on August 9, 2018.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s securities.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Sang Young Lee currently serves as a director and Chairman of the Board of Directors of both Pacific City and the Bank. Apart from his services as a director and chairman, there are no other contracts, arrangements, understandings or relationships with respect to the securities of the Company.
Item 7. Materials to be Filed as Exhibits.

Exhibit
No.
Description
24
Limited Power of Attorney





Page 7 of 7 Pages

Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Self

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Sang Young Lee as Chief Executive Officer of Lee’s Gold & Diamond Import, Inc.

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Sang Young Lee as Trustee for the Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust




EX-24 2 exhibit24.htm EXHIBIT 24 Exhibit
Exhibit 24



PACIFIC CITY FINANCIAL CORPORATION
LIMITED POWER OF ATTORNEY FOR SECTION 16 FILINGS
I, Sang Young Lee as an individual, as Chief Executive Officer of Lee’s Gold and Diamond Import, Inc. and as Trustee for the Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust, do hereby make, constitute and appoint Henry Kim and Timothy Chang, and each of them acting individually, my true and lawful attorneys for the purposes hereinafter set forth, effective as of this 20th day of August, 2018
I hereby grant to each attorney-in-fact, for me and in my name, place and stead, the power to:
1.
Execute for and on behalf of the undersigned, in connection with any filings required to be made by the undersigned or one of the entities listed above, for Pacific City Financial Corporation (the “Company”) on Forms 3, 4, 5 and any Schedules 13D or 13G in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;
2.
Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5 and any Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file any such form with the United States Securities and Exchange Commission (“SEC”) and any stock exchange or similar authority; and
3.
Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
I hereby grant to Henry Kim and Timothy Chang, and each of them, full power and authority to do and to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each of Henry Kim and Timothy Chang shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither Henry Kim, Timothy Chang nor the Company is assuming any of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect until I am no longer required to file any of Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 with respect to my holdings of, and transactions in, securities of the Company, unless earlier revoked by me in a signed writing delivered to each of the attorneys-in-fact and any substitutes therefor, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein.


1

Exhibit 24



IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of August, 2018.

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Self

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Sang Young Lee as Chief Executive Officer of Lee’s Gold & Diamond Import, Inc.

Date:
August 20, 2018
 
Signature:
/s/ Sang Young Lee
 
 
 
Name:
Sang Young Lee
 
 
 
Title:
Sang Young Lee as Trustee for the Sang Young Lee & Chun Young Lee Tr Ua 04/22/1999 Lee Family Trust


2