BANC OF CALIFORNIA, INC. 4

Accession 0001415889-16-006932

$BANCCIK 0001169770operating

View on SEC.gov Company Profile

Filed

Aug 18, 8:00 PM ET

Accepted

Aug 19, 7:56 PM ET

Size

30.2 KB

Accession

0001415889-16-006932

Insider Transaction Report

Form 4

Period: 2016-08-17

BANC OF CALIFORNIA, INC.BANC

Sugarman Steven

Director

Transactions

Sale
Warrant to Purchase Class B Non-Voting Common Stock
2016-08-17−480,000→ 480,000 total(indirect: By Trust)
→ Class B Non-Voting Common Stock (480,000 underlying)

Holdings

Common Stock
(indirect: By IRA)
7,860
Common Stock
(indirect: By IRA)
2,000
Common Stock
(indirect: By IRA)
4,700
Common Stock
(indirect: By Trust)
35,000
Stock Option (Right to Purchase)
Exercise: $15.81From: 2012-06-27Exp: 2021-06-27→ Common Stock (16,165 underlying)
16,165
Stock Appreciation Rights
Exercise: $12.83Exp: 2022-08-22→ Common Stock (70,877 underlying)
70,877
Stock Appreciation Rights
Exercise: $13.60Exp: 2022-08-22→ Common Stock (88,366 underlying)
88,366
Stock Appreciation Rights
Exercise: $13.55Exp: 2022-08-22→ Common Stock (15,275 underlying)
15,275
Stock Appreciation Rights
Exercise: $10.09Exp: 2022-08-22→ Common Stock (252,023 underlying)
252,023
Common Stock
(indirect: By IRA)
728
Common Stock
(indirect: By IRA)
1,475
Stock Appreciation Rights
Exercise: $13.06Exp: 2022-08-22→ Common Stock (150,933 underlying)
150,933
Stock Appreciation Rights
Exercise: $12.12Exp: 2022-08-22→ Common Stock (500,000 underlying)
500,000
Stock Appreciation Rights
Exercise: $10.09Exp: 2022-08-22→ Common Stock (262,358 underlying)
262,358
Stock Appreciation Rights
Exercise: $11.62From: 2014-11-07Exp: 2022-08-22→ Common Stock (216,334 underlying)
216,334
Stock Appreciation Rights
Exercise: $12.27From: 2015-09-30Exp: 2022-08-22→ Common Stock (2,973 underlying)
2,973
Common Stock
335,502
Common Stock
(indirect: By Trust)
112,274
Common Stock
(indirect: By IRA)
282
Common Stock
(indirect: By 401(k))
10,200
Common Stock
(indirect: By IRA)
700
8.00% Non-Cumulative Perpetual Preferred Stock, Series C
(indirect: By Trust)
4,000

Footnotes (8)

[F1]The exercise price of the Warrant is subject to certain automatic adjustments in accordance with the terms thereof. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price of the Warrant is $8.84 as of June 30, 2016.
[F2]Warrant vested in accordance with the following schedule: 50,000 shares vested on October 1, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012.
[F3]Warrant expires five years after the date vested.
[F4]Warrant was assigned to assignee as part of the liquidation of an entity affiliated with the Reporting Person, and in consideration for certain consulting services rendered in 2010 to the entity, the value of which is undetermined. The Warrant assigned vested on October 1, 2011 through October 1, 2012.
[F5]Each of these SARs became fully vested on August 21, 2014.
[F6]These SARs (the "TEU Additional SARs") were issued to Mr. Sugarman in connection with the closing of an offering of the Issuer's 8.00% Tangible Equity Units. Each Tangible Equity Unit is composed of a prepaid stock purchase contract (each, a "Purchase Contract") and a junior subordinated amortizing note issued by the Issuer. Each Purchase Contract settles based on minimum or maximum settlement rates of shares of common stock. The number of settlement shares underlying the TEU Additional SARs were calculated using the maximum settlement rate and, therefore, the number of shares underlying these TEU Additional SARs is subject to adjustment and forfeiture. Until each Purchase Contract settles and the voting common stock related thereto is issued, each corresponding TEU Additional SAR has a vesting date of May 21, 2017 and no dividend equivalent rights prior to vesting.
[F7]The TEU Additional SARs vest earlier than May 21, 2017 if any single Purchase Contract is settled in shares of voting common stock, at which time the TEU Additional SARs corresponding to such Purchase Contract shall become 100% vested and exercisable on the date on which any such Purchase Contract is settled (subject to certain exceptions if the settlement occurred before August 21, 2014). The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.
[F8]The TEU Additional SAR originally related to 300,219 shares of common stock with a scheduled vesting of May 21, 2017, as described in Footnotes (6) and (7). As a result of the settlements of portions of the Purchase Contacts, the TEU Additional SAR accelerated in vesting with respect to 253,673 shares and 37,861 shares were forfeited as of August 19, 2016.

Documents

1 file

4
form4-08192016_040852.xmlPrimary

Issuer

BANC OF CALIFORNIA, INC.

CIK 0001169770

→

Entity typeoperating

IncorporatedMD

Related Parties

filerCIK 0001169770

Filing Metadata

Form type: 4
Filed: Aug 18, 8:00 PM ET
Accepted: Aug 19, 7:56 PM ET
Size: 30.2 KB

View on SEC.gov