SEC Form 4 · accession 0001415889-15-002115
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
Jun 17, 2015
Accepted (ET)
Jun 19, 2015 · 6:02 am 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 | Jun 17, 2015 | P | 1,692 | $13.62 | A | 39,428 | I | By the Steven and Ainslie Sugarman Living Trust |
| Common Stock | Jun 17, 2015 | P | 1,308 | $13.6069 | A | 40,736 | I | By Steven and Ainslie Sugarman Living Trust |
| 8.00% Non-Cumulative Perpetual Preferred Stock, Series C | Jun 17, 2015 | P | 4,000 | $27.127 | A | 4,000 | I | By Steven and Ainslie Sugarman Living Trust |
| Common StockF1 | holding | — | — | — | 166,249 | D | ||
| 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 Stock | holding | — | — | — | 35,000 | I | By the Steven and Ainslie Sugarman Family Irrevocable Trust | |
| Common Stock | holding | — | — | — | 4,700 | I | By Ainslie Sugarman IRA | |
| Common Stock | holding | — | — | — | 690 | I | By Cole Sugarman Roth 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 StockF2,F3,F4 | $11.00 | holding | — | — | — | — | — | Class B Non-Voting Common Stock | 960,000 | 960,000 | I |
| Stock Appreciation RightsF5 | $12.83 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 70,877 | 70,877 | D |
| Stock Appreciation RightsF5 | $13.06 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 150,933 | 150,933 | D |
| Stock Appreciation RightsF5 | $13.60 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 88,366 | 88,366 | D |
| Stock Appreciation RightsF5 | $12.12 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 500,000 | 500,000 | D |
| Stock Appreciation RightsF5 | $13.55 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 15,275 | 15,275 | D |
| Stock Appreciation RightsF8,F6,F7 | $10.09 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 279,469 | 279,469 | D |
| Stock Appreciation RightsF5 | $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
- F1121,852 of these shares represent a grant of restricted stock that is subject to certain performance conditions being met in order to vest by April 1, 2016.
- F2The 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 $9.22 per share as of March 31, 2015.
- 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.
- F6These 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.
- F7The 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.
- F8The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes 5 and 6. As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 148,097 shares and 20,750 shares were forfeited as of June 3, 2015.