SEC Form 4 · accession 0001476651-17-000039
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
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 4:34 pm EST
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 | Nov 16, 2017 | X | 11,142 | $24.24 | A | 18,246 | D | |
| Class A Common Stock, par value $.001 per share | Nov 16, 2017 | S | 5,639 | $47.90 | D | 12,607 | D | |
| Class A Common Stock, par value $.001 per shareF3 | Nov 17, 2017 | S | 5,503 | $47.7945 | D | 7,104 | D | |
| Class A Common Stock, par value $.001 per shareF4 | 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)F5 | $24.24 | Nov 16, 2017 | X | 11,142 | D | — | Nov 12, 2019 | Class A Common Stock | 11,142 | 208,066 | D |
| Common Stock Warrants (right to buy)F5 | $24.24 | holding | — | — | — | — | Nov 12, 2019 | Class A Common Stock | 21,000 | 21,000 | I |
| Common Stock Warrants (right to buy)F5 | $24.24 | holding | — | — | — | — | Nov 12, 2019 | Class A Common Stock | 21,000 | 21,000 | I |
Explanation of responses
- F1On November 16, 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 5,639 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,503 shares. The Issuer also paid $25.87 to the reporting person in lieu of fractional shares.
- F2These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2017.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.25 to $48.15, 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 (3) to this Form 4.
- F4This includes 315 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.