SEC Form 4 · accession 0001476651-18-000062

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

Jan 30, 2018

Accepted (ET)

Feb 1, 2018 · 4:36 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 30, 2018	X	5,000	$26.18	A	12,104	D
Class A Common Stock, par value $.001 per share	Jan 30, 2018	S	2,372	$55.20	D	9,732	D
Class A Common Stock, par value $.001 per share^F3	Jan 31, 2018	S	2,628	$55.0908	D	7,104	D
Class A Common Stock, par value $.001 per share	Jan 31, 2018	X	5,250	$26.18	A	5,250	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share	Jan 31, 2018	S	2,490	$55.20	D	2,760	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share^F5	Jan 31, 2018	S	2,760	$54.8545	D	0	I	By Gregory D. Oran 1998 Trust
Class A Common Stock, par value $.001 per share^F6	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)^F7	$26.18	Jan 30, 2018	X	5,000	D	—	Nov 12, 2019	Class A Common Stock	5,000	140,322	D
Common Stock Warrants (right to buy)^F7	$26.18	Jan 31, 2018	X	5,250	D	—	Nov 12, 2019	Class A Common Stock	5,250	15,750	I
Common Stock Warrants (right to buy)^F7	—	holding	—	—	—	—	Nov 12, 2019	Class A Common Stock	21,000	21,000	I

Explanation of responses

F1On January 30, 2018, the reporting person exercised a warrant to purchase an aggregate of 5,000 shares of Class A Common Stock of FCB Financial Holdings, Inc. (the "Issuer") for $26.18 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 2,372 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2.628 shares. The Issuer also paid $34.22 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 December 11, 2017.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.90 to $55.65, 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 (3) to this Form 4.
F4On January 31, 2018, the Gregory D. Oran 1998 Trust (the "Trust") exercised a warrant to purchase an aggregate of 5,250 shares of Class A Common Stock of the Issuer for $26.18 a share. The Trust paid the exercise price on a cashless basis, resulting in the Issuer withholding 2,490 of the warrant shares to pay the exercise price and issuing to the Trust the remaining 2,760 shares. The Issuer also paid $2.76 to the Trust in lieu of fractional shares.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.85 to $54.90, 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.
F6This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
F7Exercisable 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.