SEC Form 5/A · accession 0001415889-15-000796
BANC OF CALIFORNIA, INC. · BANC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 5/A). It replaces an earlier filing for the same period.
Reporting owner
Jeffrey T Seabold
Officer — EVP, CHIEF LENDING OFFICER
Period of report
Dec 31, 2014
Accepted (ET)
Mar 6, 2015 · 9:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001169770
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3,F4 | $13.10 | May 13, 2013 | A | 100,000 | A | — | May 13, 2023 | Common Stock | 100,000 | 100,000 | D |
| Stock Option (Right to Purchase) | $15.81 | holding | — | — | — | Jun 27, 2012 | Jun 27, 2021 | Common Stock | 16,713 | 16,713 | D |
| Warrant to purchase Class B Non-Voting Common StockF5,F6 | $11.00 | holding | — | — | — | — | — | Class B Non-Voting Common Stock | 435,000 | 435,000 | D |
Explanation of responses
- F1The Reporting Person is filing this amendment to the Form 5, first filed on February 17, 2015, in order to correct the number of shares of the Issuer's common stock beneficially held by the Reporting Person as of December 31, 2014.
- F2Amount reported does not include the 85,673 shares (the "Shares") reported as acquired by the Reporting Person on the Form 4 filed on November 4, 2013. Although the Reporting Person acquired 28,545 of the Shares on October 31, 2014, as reported in the Reporting Person's Form 4 filed on November 6, 2014, the Reporting Person has not acquired the remainder of the Shares in transactions reportable on Form 4, as the issuance price of the remaining shares has yet to be fixed. Additionally, the Shares are not issued as restricted stock awards under the Issuer's option plan, but are issued as unregistered securities pursuant to the terms of an acquisition agreement between the Issuer and CS Financial (the "Agreement") in three equal annual installments so long as certain performance based targets set forth in the Agreement are achieved.
- F3Although the issuance of this option was disclosed by the Issuer in its proxy statement on Schedule 14A, dated April 4, 2014, the granting of the option was not timely reported by the Reporting Person on a Form 4 or other Section 16 filing.
- F4Options will vest according to the following schedule: 20% increments on each of May 13, 2014, 2015, 2016, 2017 and 2018.
- F5The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. The final exercise price will be determined at the time of exercise.
- F6Warrants became exercisable as follows: (i) 95,000 shares became exercisable on January 1, 2011; (ii) 130,000 shares became exercisable on April 1, 2011; (iii) 130,000 shares became exercisable on July 1, 2011; and (iv) 80,000 shares became exercisable on October 1, 2011. Shares are exercisable with respect to each vesting tranche five years after the tranche's vesting date.