SEC Form 4 · accession 0001476651-18-000023
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
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 4:45 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 | Jan 5, 2018 | M | 6,317 | $19.75 | A | 312,054 | D | |
| Class A Common Stock, par value $.001 per shareF2 | Jan 5, 2018 | S | 6,317 | $52.2957 | D | 305,737 | D | |
| Class A Common Stock, par value $.001 per share | Jan 8, 2018 | M | 6,891 | $19.75 | A | 312,628 | D | |
| Class A Common Stock, par value $.001 per shareF3 | Jan 8, 2018 | S | 6,891 | $52.021 | D | 305,737 | D | |
| Class A Common Stock, par value $.001 per shareF4 | holding | — | — | — | 89,079 | I | By grantor retained annuity trust | |
| Class A Common Stock, par value $.001 per shareF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF6 | $19.75 | Jan 5, 2018 | M | 6,317 | D | — | Dec 23, 2023 | Class A Common Stock | 6,317 | 224,527 | D |
| Option to PurchaseF6 | $19.75 | Jan 8, 2018 | M | 6,891 | D | — | Dec 23, 2023 | Class A Common Stock | 6,891 | 217,636 | 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 December 12, 2017.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.70 to $52.725, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.65 to $52.30, 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 this footnote (3) to this Form 4.
- 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.
- F6These options vested immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Company's initial public offering.