SEC Form 4/A · accession 0001476651-17-000066

FCB FINANCIAL HOLDINGS, INC. · FCB

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Vincent Tese

Officer — Executive Chairman · Director

Period of report

Dec 1, 2017

Accepted (ET)

Dec 7, 2017 · 9:59 am 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	Dec 1, 2017	X	5,019	$24.24	A	393,818	D
Class A Common Stock, par value $.001 per share	Dec 1, 2017	S	2,302	$52.85	D	391,516	D
Class A Common Stock, par value $.001 per share	Dec 1, 2017	X	210,826	$26.18	A	602,342	D
Class A Common Stock, par value $.001 per share	Dec 1, 2017	S	104,437	$52.85	D	497,905	D
Class A Common Stock, par value $.001 per share	Dec 1, 2017	X	210,827	$28.28	A	708,732	D
Class A Common Stock, par value $.001 per share	Dec 1, 2017	S	112,815	$52.85	D	595,917	D
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	Dec 1, 2017	X	5,019	D	—	Nov 12, 2019	Class A Common Stock	5,019	453,866	D
Common Stock Warrants (right to buy)^F6	$26.18	Dec 1, 2017	X	210,826	D	—	Nov 12, 2019	Class A Common Stock	210,826	243,040	D
Common Stock Warrants (right to buy)^F6	$28.28	Dec 1, 2017	X	210,827	D	—	Nov 12, 2019	Class A Common Stock	210,827	32,213	D

Explanation of responses

F1THIS AMENDMENT TO THE ORIGINAL FORM 4 IS BEING FILED SOLELY TO CLARIFY THAT ALL SHARES TO WHICH THE TRANSACTION CODE "S" IS APPLIED IN TABLE I CONSIST OF SHARES WITHHELD BY THE ISSUER (DEFINED BELOW) TO PAY THE EXERCISE PRICE UPON THE "CASHLESS EXERCISE" OF WARRANTS, WHICH CASHLESS EXERCISE MAY FOR PURPOSES OF FORM 4 BE DEEMED TO CONSTITUTE A "SALE" TO THE ISSUER OF THE WARRANT SHARES WITHHELD. THIS FORM DOES NOT REPORT ANY SALE BY THE REPORTING PERSON OF ANY SHARES ISSUED TO HIM UPON THE EXERCISE OF WARRANTS OR OTHERWISE.
F2On December 1, 2017, the reporting person exercised warrants to purchase 5,019 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 withholding by FCB Financial Holdings, Inc. (the "Issuer") of 2,302 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,717 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer paid $0 to the reporting person in lieu of a fractional share.
F3On December 1, 2017, the reporting person exercised warrants to purchase 210,826 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 104,437 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 106,389 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer also paid $70.82 to the reporting person in lieu of a fractional share.
F4On December 1, 2017, the reporting person exercised warrants to purchase 210,827 shares of Class A Common Stock of the Issuer for $28.28 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 112,815 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 98,012 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer also paid $85.62 to the reporting person in lieu of a fractional share.
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.