SEC Form 4 · accession 0001415889-16-006932
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
Aug 17, 2016
Accepted (ET)
Aug 19, 2016 · 7:56 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 | holding | — | — | — | 335,502 | 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 | — | — | — | 728 | I | By Cole Sugarman Roth IRA | |
| Common Stock | holding | — | — | — | 700 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Class B Non-Voting Common StockF4,F1,F2,F3 | — | Aug 17, 2016 | S | 480,000 | D | — | — | Class B Non-Voting Common Stock | 480,000 | 480,000 | I |
| Stock Option (Right to Purchase) | $15.81 | holding | — | — | — | Jun 27, 2012 | Jun 27, 2021 | Common Stock | 16,165 | 16,165 | D |
| 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 | 262,358 | 262,358 | 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 |
| Stock Appreciation Rights | $12.27 | holding | — | — | — | Sep 30, 2015 | Aug 22, 2022 | Common Stock | 2,973 | 2,973 | D |
Explanation of responses
- F1The exercise price of the Warrant is subject to certain automatic adjustments in accordance with the terms thereof. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price of the Warrant is $8.84 as of June 30, 2016.
- F2Warrant vested in accordance with the following schedule: 50,000 shares vested on October 1, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012.
- F3Warrant expires five years after the date vested.
- F4Warrant was assigned to assignee as part of the liquidation of an entity affiliated with the Reporting Person, and in consideration for certain consulting services rendered in 2010 to the entity, the value of which is undetermined. The Warrant assigned vested on October 1, 2011 through October 1, 2012.
- F5Each of these 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 (6) and (7). As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 253,673 shares and 37,861 shares were forfeited as of August 19, 2016.