SEC Form 4 · accession 0001415889-15-001269
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
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 8:32 pm EDT
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 | Apr 1, 2015 | F | 25,978 | $12.33 | D | 44,397 | D | |
| Common StockF2,F3 | Apr 1, 2014 | A | 121,852 | $0.00 | A | 166,249 | D | |
| Common Stock | 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 | holding | — | — | — | 282 | I | By Ainslie Sugarman Roth IRA | |
| Common StockF4 | holding | — | — | — | 35,000 | I | By the Steven and Ainslie Sugarman Family Irrevocable Trust | |
| Common Stock | 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 StockF5,F6,F7 | $11.00 | holding | — | — | — | — | — | Class B Non-Voting Common Stock | 960,000 | 960,000 | I |
| Stock Appreciation RightsF8 | $12.83 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 70,877 | 70,877 | D |
| Stock Appreciation RightsF8 | $13.06 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 150,933 | 150,933 | D |
| Stock Appreciation RightsF8 | $13.60 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 88,366 | 88,366 | D |
| Stock Appreciation RightsF8 | $12.12 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 500,000 | 500,000 | D |
| Stock Appreciation RightsF8 | $13.55 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 15,275 | 15,275 | D |
| Stock Appreciation RightsF11,F9,F10 | $10.09 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 280,110 | 280,110 | D |
| Stock Appreciation RightsF8 | $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 disposed to satisfy the Reporting Person's tax liability incurred by the vesting of a previously granted award.
- F10The 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.
- F11The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes 8 and 9. As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 143,849 shares and 20,109 shares were forfeited as of April 1, 2015.
- F2Represents grant of restricted stock. Subject to certain performance conditions being met, these shares will vest on the one-year anniversary of the grant date.
- F3Shares issued pursuant to the Issuer's 2013 Omnibus Incentive Plan. The Reporting Person did not provide, and the Issuer did not receive any consideration for the issuance of these shares.
- F4The Reporting Person's minor children are the sole beneficiaries of the Steven and Ainslie Family Irrevocable Trust and his wife owns certain life interests.
- F5The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price for these warrants was $9.32 per share as of December 31, 2014.
- F6Warrants 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.
- F7Warrants expire five years from the date vested.
- F8Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
- F9These 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.