SEC Form 4 · accession 0001415889-17-000134
BANC OF CALIFORNIA, INC. · BANC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Sugarman
Officer — FORMER CEO AND BOARD CHAIRMAN · Director
Period of report
Jan 23, 2017
Accepted (ET)
Jan 25, 2017 · 8:26 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 Stock | Jan 23, 2017 | F | 121,935 | $16.15 | D | 213,567 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 480,000 | 480,000 | 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 RightsF5 | $10.09 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 252,023 | 252,023 | D |
| Stock Appreciation Rights | $12.27 | holding | — | — | — | Sep 30, 2015 | Aug 22, 2022 | Common Stock | 2,973 | 2,973 | D |
| Stock Appreciation Rights | $11.62 | holding | — | — | — | Nov 7, 2014 | Aug 22, 2022 | Common Stock | 216,334 | 216,334 | D |
| Stock Appreciation RightsF7,F6 | $10.09 | holding | — | — | — | — | Aug 22, 2022 | Common Stock | 262,231 | 262,231 | D |
Explanation of responses
- F1Shares disposed to satisfy Mr. Sugarman's tax liability incurred by the accelerated vesting of 251,005 shares previously granted to him as an award on April 26, 2016. This award was previously scheduled to vest in full on April 1, 2017, but was subject to certain restrictions on transfer until April 1, 2021. Pursuant to the terms and conditions of the Separation Agreement entered into by the Issuer and Mr. Sugarman on January 23, 2017 (the "Separation Agreement"), the shares not otherwise withheld to satisfy Mr. Sugarman's tax liability are now fully vested, and are no longer subject to the former transfer restrictions.
- F2The 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 $8.72 as of December 31, 2016.
- 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.
- F7The TEU Additional SAR originally related to 300,219 shares of common stock. Prior to January 23, 2017, pursuant to the terms thereof, the TEU Additional SAR had accelerated in vesting with respect to 254,402 shares and 37,988 shares had been forfeited. Pursuant to the terms and conditions of the Separation Agreement, the TEU Additional SAR accelerated in vesting with respect to the final 7,829 shares on January 23, 2017. The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.