SEC Form 4 · accession 0001415889-15-003571
BANC OF CALIFORNIA, INC. · BANC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Seabold
Officer — EVP, CHIEF BANKING OFFICER
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 9:03 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 StockF1 | Nov 2, 2015 | A | 28,545 | $0.00 | A | 143,781 | D |
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 | 16,713 | 16,713 | D |
| Warrant to purchase Class B Non-Voting Common StockF2,F3 | $11.00 | holding | — | — | — | — | — | Class B Non-Voting Common Stock | 435,000 | 435,000 | D |
| Stock OptionF4 | $13.10 | holding | — | — | — | — | May 13, 2023 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1These shares were not issued under the Issuer's option plan, but, instead, were issued as unregistered securities pursuant to the terms of an acquisition agreement between the Issuer and CS Financial (the "Agreement"), which was completed on October 31, 2013 and of which the Reporting Person was a majority owner. Under the terms of the Agreement, the Reporting Person is entitled to receive certain performance shares (totaling 85,637 shares) in three equal annual installments, so long as certain performance targets are met. The 28,545 shares reported herein represent the second installment issued. To date, the Reporting Person has been issued 57,090 of these performance shares.
- 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 $9.04 per share as of September 30, 2015.
- F3Warrants 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 vested tranche for five years after the tranche's vesting date.
- F4Options will vest according to the following schedule: 20% increments on each of May 13, 2014, 2015, 2016, 2017 and 2018.