SEC Form 4 · accession 0001476651-17-000031

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

Oct 26, 2017

Accepted (ET)

Oct 30, 2017 · 4:22 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	Oct 26, 2017	X	11,142	$24.24	A	18,246	D
Class A Common Stock, par value $.001 per share	Oct 26, 2017	X	10,500	$24.24	A	10,500	I	By Olivia Z Oran 1998 Trust
Class A Common Stock, par value $.001 per share	Oct 26, 2017	X	10,500	$24.24	A	10,500	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share	Oct 26, 2017	S	5,674	$47.60	D	12,572	D
Class A Common Stock, par value $.001 per share	Oct 26, 2017	S	5,348	$47.60	D	5,152	I	By Olivia Z Oran 1998 Trust
Class A Common Stock, par value $.001 per share	Oct 26, 2017	S	5,348	$47.60	D	5,152	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share^F5	Oct 27, 2017	S	5,468	$47.3416	D	7,104	D
Class A Common Stock, par value $.001 per share^F6	Oct 27, 2017	S	5,152	$47.4817	D	0	I	By Olivia Z Oran 1998 Trust
Class A Common Stock, par value $.001 per share^F7	Oct 27, 2017	S	5,152	$47.4794	D	0	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share^F8	holding	—	—		—	315	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)^F9	$24.24	Oct 26, 2017	X	11,142	D	—	Nov 12, 2019	Class A Common Stock	11,142	241,492	D
Common Stock Warrants (right to buy)^F10,F9	$24.24	Oct 26, 2017	X	10,500	D	—	Nov 12, 2019	Class A Common Stock	10,500	21,000	I
Common Stock Warrants (right to buy)^F10,F9	$24.24	Oct 26, 2017	X	10,500	D	—	Nov 12, 2019	Class A Common Stock	10,500	21,000	I

Explanation of responses

F1On October 26, 2017, the reporting person exercised a warrant to purchase an aggregate of 11,142 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 FCB Financial Holdings, Inc. (the "Issuer") withholding 5,674 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,468 shares. The Issuer also paid $4.76 to the reporting person in lieu of fractional shares.
F10These warrants were previously incorrectly reported as directly owned by the reporting person.
F2On October 26, 2017, the Olivia Z Oran 1998 Trust ("Trust I") exercised a warrant to purchase an aggregate of 10,500 shares of Class A Common Stock of the Issuer for $24.24 a share. Trust I paid the exercise price on a cashless basis, resulting in the Issuer withholding 5,348 of the warrant shares to pay the exercise price and issuing to Trust I the remaining 5,152 shares. The Issuer also paid $44.74 to Trust I in lieu of fractional shares.
F3On October 26, 2017, the Gregory D. Oran 1998 Trust ("Trust II") exercised a warrant to purchase an aggregate of 10,500 shares of Class A Common Stock of the Issuer for $24.24 a share. Trust II paid the exercise price on a cashless basis, resulting in the Issuer withholding 5,348 of the warrant shares to pay the exercise price and issuing to Trust II the remaining 5,152 shares. The Issuer also paid $44.74 to Trust II in lieu of fractional shares.
F4These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2017.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.10 to $47.70, 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 footnote (5) to this Form 4.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.25 to $47.65, 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 footnote (6) to this Form 4.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.25 to $47.70, 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 footnote (7) to this Form 4.
F8This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
F9Exercisable 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.