SEC Form 4 · accession 0001415889-16-005691
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 26, 2016
Accepted (ET)
Apr 28, 2016 · 9:50 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 StockF2 | Apr 26, 2016 | A | 251,005 | $0.00 | A | 372,857 | D | |
| Common StockF3 | Apr 26, 2016 | A | 25,101 | $0.00 | A | 397,958 | D | |
| Common Stock | Apr 26, 2016 | F | 51,788 | $19.92 | D | 346,170 | D | |
| Common Stock | holding | — | — | — | 7,860 | I | By Steven Sugarman IRA | |
| Common Stock | 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 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 | 262,678 | 262,678 | 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 |
| Stock Appreciation Rights | $12.27 | holding | — | — | — | Sep 30, 2015 | Aug 22, 2022 | Common Stock | 2,973 | 2,973 | D |
Explanation of responses
- F1These awards were granted upon attainment of certain performance objectives under performance unit agreements previously granted to the Reporting Person by the Issuer.
- 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 251,839 shares and 37,541shares were forfeited as of March 31, 2016.
- F2This award is currently restricted and will vest in full on April 1, 2017, but restrictions on transfer continue until April 1, 2021. For more information, see the Letter Agreement between the Issuer and the Reporting Person, dated March 24, 2016, and filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on March 25, 2016.
- F3This award is currently restricted and will vest in full on May 10, 2016.
- F4Shares disposed to satisfy the Reporting Person's tax liability incurred by the vesting of a previously granted, performance award. This award was first reported in the Form 4 filed by the Reporting Person on April 3, 2015. The achievement of the performance-based conditions to the vesting of this award was certified by the Issuer's Compensation Committee on April 26, 2016.
- 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 $8.90 per share as of March 31, 2016.
- 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.