SEC Form 4 · accession 0001387131-17-004602

FCB FINANCIAL HOLDINGS, INC. · FCB

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

Reporting owner

Stuart I Oran

Officer — Secretary · Director

Period of report

Sep 6, 2017

Accepted (ET)

Sep 8, 2017 · 4:44 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	Sep 6, 2017	M	5,151	$20.62	A	12,255	D
Class A Common Stock, par value $.001 per share^F1	Sep 6, 2017	S	5,151	$41.9397	D	7,104	D
Class A Common Stock, par value $.001 per share	Sep 7, 2017	X	10,000	$26.18	A	17,104	D
Class A Common Stock, par value $.001 per share	Sep 7, 2017	S	6,279	$41.70	D	10,825	D
Class A Common Stock, par value $.001 per share	Sep 8, 2017	S	3,721	$40.35	D	7,104	D
Class A Common Stock, par value $.001 per share^F3	holding	—	—		—	315	I	By Bond Street Manageme nt, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to Purchase^F4	$20.62	Sep 6, 2017	M	5,151	D	Jan 25, 2013	Mar 8, 2022	Class A Common Stock	5,151	44,849	D
Common Stock Warrants (right to buy)^F5	$26.18	Sep 7, 2017	X	10,000	D	—	Nov 12, 2019	Class A Common Stock	10,000	407,483	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.93 to $42.005, 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 footnote (2) to this Form 4.
F2On September 7, 2017, the reporting person exercised a warrant to purchase 10,000 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 6,279 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,721 shares. The Issuer also paid $34.19 to the reporting person in lieu of fractional shares.
F3This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
F4The number of shares of Class A Common Stock of the Issuer issuable upon the exercise of options reported on this Form 4 reflects only the number of such options of the option class reported herein. The reporting person also holds, directly or indirectly, an additional 96,390 shares of Class A Common Stock of the Issuer issuable upon the exercise of other options, as reported in the reporting person's Form 3 and Form 4s previously filed with the Securities and Exchange Commission.
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.