SEC Form 4 · accession 0001387131-17-003812
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
Jul 27, 2017
Accepted (ET)
Jul 31, 2017 · 4:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001476651
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $.001 per share | Jul 27, 2017 | X | 102,788 | $24.24 | A | 400,995 | D | |
| Class A Common Stock, par value $.001 per share | Jul 27, 2017 | S | 52,788 | $47.20 | D | 348,207 | D | |
| Class A Common Stock, par value $.001 per shareF3 | Jul 28, 2017 | S | 7,600 | $47.0974 | D | 340,607 | D | |
| Class A Common Stock, par value $.001 per shareF4 | holding | — | — | — | 89,079 | I | By grantor retained annuity trust | |
| Class A Common Stock, par value $.001 per shareF5 | holding | — | — | — | 1,995 | I | By Bond Street Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F6 | $24.24 | Jul 27, 2017 | X | 102,788 | D | — | Nov 12, 2019 | Class A Common Stock | 102,788 | 340,342 | D |
Explanation of responses
- F1On July 27, 2017, the reporting person exercised a warrant to purchase 102,788 shares of Class A Common Stock of FCB Financial Holdings, Inc. (the "Issuer") for $24.24 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 52,788 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 50,000 shares. The Issuer also paid $12.27 to the reporting person in lieu of a fractional share.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 14, 2017.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47 to $47.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.
- F4This 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.
- F5This includes 1,995 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
- F6Exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the initial public offering. The exercise price at the 6-month anniversary of the consummation of the initial public offering is $24.24, the exercise price at the 18-month anniversary of the consummation of the initial public offering is $26.18 and the exercise price at the 30-month anniversary of the consummation of the initial public offering is $28.28.