SEC Form 5 · accession 0001415889-16-004566

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, 2015

Accepted (ET)

Jan 29, 2016 · 7:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001169770

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	holding	—	—	—	121,852	D
Common Stock^F3	holding	—	—	—	7,860	I	By Steven Sugarman IRA
Common Stock^F1	holding	—	—	—	112,274	I	By Steven and Ainslie Sugarman Living Trust
Common Stock	holding	—	—	—	2,000	I	By Steven Sugarman Roth IRA
Common Stock	holding	—	—	—	282	I	By Ainslie Sugarman Roth IRA
Common Stock	holding	—	—	—	4,700	I	By Ainslie Sugarman IRA
Common Stock	holding	—	—	—	10,200	I	By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock	holding	—	—	—	35,000	I	By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock	holding	—	—	—	690	I	By Cole Sugarman Roth IRA
Common Stock	holding	—	—	—	400	I	By Hailey Sugarman Roth IRA
Common Stock	holding	—	—	—	1,475	I	By Sierra Sugarman Roth IRA
8.00% Non-Cumulative Perpetual Preferred Stock, Series C	holding	—	—	—	4,000	I	By Steven and Ainslie Sugarman Living Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Rights	$12.27	Sep 30, 2015	A	2,973	A	Sep 30, 2015	Aug 22, 2022	Common Stock	2,973	2,973	D
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^F5,F6,F7	$11.00	holding	—	—	—	—	—	Class B Non-Voting Common Stock	960,000	960,000	I
Stock Appreciation Rights^F8	$12.83	holding	—	—	—	—	Aug 22, 2022	Common Stock	70,877	70,877	D
Stock Appreciation Rights^F8	$13.06	holding	—	—	—	—	Aug 22, 2022	Common Stock	150,933	150,933	D
Stock Appreciation Rights^F8	$13.60	holding	—	—	—	—	Aug 22, 2022	Common Stock	88,366	88,366	D
Stock Appreciation Rights^F8	$12.12	holding	—	—	—	—	Aug 22, 2022	Common Stock	500,000	500,000	D
Stock Appreciation Rights^F8	$13.55	holding	—	—	—	—	Aug 22, 2022	Common Stock	15,275	15,275	D
Stock Appreciation Rights^F11,F9,F10	$10.09	holding	—	—	—	—	Aug 22, 2022	Common Stock	264,900	264,900	D
Stock Appreciation Rights^F8	$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

F1Reflects the transfer of 36,538 of the Reporting Person's directly held shares to the Steven and Ainslie Sugarman Living Trust.
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 9 and 10. As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 238,937 shares and 35,319 shares were forfeited as of December 31, 2015.
F2Consists of 121,852 shares of restricted stock granted to the Reporting Person on April 1, 2015 (the "Performance Shares"). The grant of the Performance Shares was first reported in the Form 4 filed by the Reporting Person on April 3, 2015, which Form 4 erroneously reported a grant date of April 1, 2014 for the Performance Shares. Subject to the achievement of certain performance conditions, the Performance Shares will vest on April 1, 2016, the one year anniversary of the grant date.
F3Reflects the transfer of 7,860 of the Reporting Person's directly held shares to the Steven Sugarman IRA.
F4While this Stock Appreciation Right ("SAR") award was not reported timely, this SAR was reported in the Issuer's Quarterly Report on Form 10-Q for quarterly period ended September 30, 2015.
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 $8.97 per share as of December 31, 2015.
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 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.