SEC Form 4 · accession 0001387131-17-003974
FCB FINANCIAL HOLDINGS, INC. · FCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent Tese
Officer — Executive Chairman · Director
Period of report
Aug 4, 2017
Accepted (ET)
Aug 8, 2017 · 4:48 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 shareF2 | Aug 4, 2017 | S | 3,410 | $47.6104 | D | 388,799 | D | |
| Class A Common Stock, par value $.001 per share | Aug 7, 2017 | X | 103,109 | $24.24 | A | 491,818 | D | |
| Class A Common Stock, par value $.001 per share | Aug 7, 2017 | S | 53,019 | $47.10 | D | 438,799 | D | |
| Class A Common Stock, par value $.001 per shareF4 | 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)F5 | $24.24 | Aug 7, 2017 | X | 103,019 | D | — | Nov 12, 2019 | Class A Common Stock | 103,019 | 458,885 | D |
Explanation of responses
- F1The 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.30 to $47.95, inclusive. The reporting person undertakes to provide to FCB Financial Holdings, Inc. (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 (2) to this Form 4.
- F3On August 7, 2017, the reporting person exercised warrants to purchase 103,019 shares of Class A Common Stock of 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 53,019 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 50,000 shares. The Issuer also paid $14.13 to the reporting person in lieu of a fractional share.
- F4This includes 1,995 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
- F5Exercisable 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.