SEC Form 4 · accession 0001140361-19-000121

FCB FINANCIAL HOLDINGS, INC. · FCB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Les J Lieberman

Officer — Executive Vice Chairman · Director

Period of report

Jan 1, 2019

Accepted (ET)

Jan 2, 2019 · 4:40 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001476651

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Class A Common Stock, par value $.001 per share^F1,F2	Jan 1, 2019	D	379,059	—	D	D
Class A Common Stock, par value $.001 per share^F3	Jan 1, 2019	D	38,070	—	D	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Class A Common Stock, par value $.001 per share^F3	Jan 1, 2019	D	38,070	—	D	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Class A Common Stock, par value $.001 per share^F3	Jan 1, 2019	D	38,070	—	D	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman
Class A Common Stock, par value $.001 per share^F4	Jan 1, 2019	D	25,000	—	D	I	By grantor retained annuity trust
Class A Common Stock, par value $.001 per share^F5	Jan 1, 2019	D	89,002	—	D	I	By descendants' trusts
Class A Common Stock, par value $.001 per share^F6	Jan 1, 2019	D	1,995	—	D	I	By Bond Street Management, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase^F7	$19.75	Jan 1, 2019	D	196,667	D	—	Dec 23, 2023	Class A Common Stock	196,667	D
Common Stock Warrants (right to buy)^F8	$28.28	Jan 1, 2019	D	126,373	D	—	Nov 12, 2019	Class A Common Stock	126,373	D
Common Stock Warrants (right to buy)^F9	—	Jan 1, 2019	D	77,434	D	—	Nov 12, 2019	Class A Common Stock	77,434	I
Common Stock Warrants (right to buy)^F9	—	Jan 1, 2019	D	77,434	D	—	Nov 12, 2019	Class A Common Stock	77,434	I
Common Stock Warrants (right to buy)^F9	—	Jan 1, 2019	D	77,434	D	—	Nov 12, 2019	Class A Common Stock	77,434	I

Explanation of responses

F1Includes 86 shares of common stock of the Issuer that were inadvertently omitted from the total previously reported as beneficially owned by the reporting person due to a clerical error.
F2Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer and Synovus Financial Corp. ("Synovus") in exchange for 399,816 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.
F3Disposed of pursuant to the Merger Agreement in exchange for 36,085 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. The reporting person disclaims beneficial ownership of the securities held by these trusts.
F4Disposed of pursuant to the Merger Agreement in exchange for 26,375 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This includes shares contributed by the reporting person to a grantor retained annuity trust for the benefit of himself and his three children. As the reporting person is not the trustee of the grantor retained annuity trust, the reporting person disclaims beneficial ownership of the securities held by such grantor retained annuity trust.
F5Disposed of pursuant to the Merger Agreement in exchange for 93,897 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This includes shares distributed from a grantor retained annuity trust for the benefit of the reporting person and his three children to three descendants' trusts for the respective benefit of such children. The reporting person disclaims beneficial ownership of the securities held by such descendants' trusts
F6Disposed of pursuant to the Merger Agreement in exchange for 2,104 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.
F7This option, which provided for vesting immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 207,483 shares of Synovus common stock for $18.72 per share.
F8These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 133,323 shares of Synovus common stock for $26.81 per share.
F9These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 81,692 shares of Synovus common stock for $22.98 per share, $24.82 per share and $26.81 per share for the portion of the warrants that became exercisable on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, respectively. The reporting person disclaims beneficial ownership of the warrants held by these trusts.