SEC Form 4 · accession 0001387131-17-003980

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

Aug 4, 2017

Accepted (ET)

Aug 8, 2017 · 4:53 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^F2	Aug 4, 2017	S	3,792	$47.595	D	298,198	D
Class A Common Stock, par value $.001 per share	Aug 7, 2017	X	37,763	$24.24	A	335,961	D
Class A Common Stock, par value $.001 per share	Aug 7, 2017	X	71,311	$26.18	A	407,272	D
Class A Common Stock, par value $.001 per share	Aug 7, 2017	S	59,074	$47.10	D	348,198	D
Class A Common Stock, par value $.001 per share^F4	holding	—	—		—	89,079	I	By grantor retained annuity trust
Class A Common Stock, par value $.001 per share^F5	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	Aug 7, 2017	X	37,763	D	—	Nov 12, 2019	Class A Common Stock	37,763	302,579	D
Common Stock Warrants (right to buy)^F6	$26.18	Aug 7, 2017	X	71,311	D	—	Nov 12, 2019	Class A Common Stock	71,311	231,268	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 (i) warrants to purchase 37,763 shares of Class A Common Stock of the Issuer for $24.24 a share and (ii) a warrant to purchase 71,311 shares of Class A Common Stock of the Issuer for $26.18 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 59,074 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 50,000 shares. The Issuer also paid $88.55 to the reporting person in lieu of fractional shares.
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.