SEC Form 5 · accession 0001415889-15-000579

BANC OF CALIFORNIA, INC. · BANC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven Sugarman

Officer — CEO AND CHAIRMAN OF BOARD · Director

Period of report

Dec 31, 2014

Accepted (ET)

Feb 17, 2015 · 6:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001169770

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jan 2, 2014	A	45	$13.0077	A	71,404	D
Common Stock	Apr 1, 2014	A	26	$11.9019	A	71,404	D
Common Stock^F2	holding	—	—		—	37,736	I	By Steven and Ainslie Sugarman Living Trust
Common Stock	holding	—	—		—	690	I	By Cole Sugarman Roth IRA
Common Stock	holding	—	—		—	10,200	I	By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock	holding	—	—		—	400	I	By Hailey Sugarman Roth IRA
Common Stock	holding	—	—		—	1,475	I	By Sierra Sugarman Roth IRA
Common Stock	holding	—	—		—	2,000	I	By Steven Sugarman Roth IRA
Common Stock^F2	holding	—	—		—	282	I	By Ainslie Sugarman Roth IRA
Common Stock	holding	—	—		—	35,000	I	By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock^F2	holding	—	—		—	4,700	I	By Ainslie Sugarman IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Purchase)	$15.81	holding	—	—	—	Jun 27, 2012	Jun 27, 2021	Common Stock	16,165	16,165	D
Warrant to Purchase Class B Non-Voting Common Stock^F3,F4	$11.00	holding	—	—	—	—	—	Class B Non-Voting Common Stock	960,000	960,000	I
Stock Appreciation Rights^F5	$12.83	holding	—	—	—	—	Aug 22, 2022	Common Stock	70,877	70,877	D
Stock Appreciation Rights^F5	$13.06	holding	—	—	—	—	Aug 22, 2022	Common Stock	150,933	150,933	D
Stock Appreciation Rights^F5	$13.60	holding	—	—	—	—	Aug 22, 2022	Common Stock	88,366	88,366	D
Stock Appreciation Rights^F6	$12.12	holding	—	—	—	—	Aug 22, 2022	Common Stock	500,000	500,000	D
Stock Appreciation Rights^F6	$13.55	holding	—	—	—	—	Aug 22, 2022	Common Stock	15,275	15,275	D
Stock Appreciation Rights^F9,F7,F8	$10.09	holding	—	—	—	—	Aug 22, 2022	Common Stock	281,586	281,586	D
Stock Appreciation Rights^F6	$10.09	holding	—	—	—	—	Aug 22, 2022	Common Stock	252,023	252,023	D
Stock Appreciation Rights	$11.62	holding	—	—	—	Nov 7, 2014	Aug 22, 2022	Common Stock	216,334	216,334	D

Explanation of responses

F1Shares were acquired pursuant to the Issuer's Dividend Reinvestment Plan, with cash being received in lieu of continuing to hold fractional shares acquired under the Dividend Reinvestment Plan.
F2Amount held at December 31, 2014 includes transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13, which exempts transactions that effect only a change in beneficial ownership.
F3Warrants 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.
F4Warrants expire five years from the date vested.
F5Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
F6Each of these SARs became fully vested on August 21, 2014.
F7These 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. Until each Purchase Contract settles and the voting common stock related thereto is issued, each corresponding TEU Additional SAR has a vesting date of May 21, 2017 and no dividend equivalent rights prior to vesting.
F8The TEU Additional SARs vest earlier than May 21, 2017 if any single Purchase Contract is settled in shares of voting common stock, at which time the TEU Additional SARs corresponding to such Purchase Contract shall become 100% vested and exercisable on the date on which any such Purchase Contract is settled (subject to certain exceptions if the settlement occurred before August 21, 2014). The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.
F9The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes 7 and 8. As a result of the settlement of a portion of the Purchase Contacts on May 30, 2014, July 7, 2014, September 9, 2014, September 12, 2014, November 3, 2014, December 3, 2014 and December 23, 2014 the TEU Additional SAR accelerated in vesting with respect to 49,469 shares on May 30, 2014, 30,736 on July 7, 2014, 8,900 shares on September 9, 2014, 1,758 shares on September 12, 2014, 5,195 shares on November 3, 2014, 23,532 shares on December 3, 2014 and 14,407 shares on December 23, 2014. Furthermore, 6,597 shares were forfeited on May 30, 2014, 4,256 shares on July 7, 2014, 1,257 shares on September 9, 2014, 250 shares on September 12, 2014, 740 shares on November 3, 2014, 3,405 shares on December 3, 2014 and 2,128 on December 23, 2014.