BANC OF CALIFORNIA, INC. 4

Accession 0001415889-17-000134

$BANCCIK 0001169770operating

View on SEC.gov Company Profile

Filed

Jan 24, 7:00 PM ET

Accepted

Jan 25, 8:26 PM ET

Size

32.5 KB

Accession

0001415889-17-000134

Insider Transaction Report

Form 4

Period: 2017-01-23

BANC OF CALIFORNIA, INC.BANC

Sugarman Steven

Director

Transactions

Tax Payment
Common Stock
2017-01-23$16.15/sh−121,935$1,969,250→ 213,567 total

Holdings

Common Stock
(indirect: By Trust)
35,000
Stock Appreciation Rights
Exercise: $13.60Exp: 2022-08-22→ Common Stock (88,366 underlying)
88,366
Common Stock
(indirect: By IRA)
1,475
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: $12.12Exp: 2022-08-22→ Common Stock (500,000 underlying)
500,000
Common Stock
(indirect: By IRA)
7,860
Stock Appreciation Rights
Exercise: $10.09Exp: 2022-08-22→ Common Stock (262,231 underlying)
262,231
Common Stock
(indirect: By IRA)
728
Warrant to Purchase Class B Non-Voting Common Stock
(indirect: By Trust)
Exercise: $11.00→ Class B Non-Voting Common Stock (480,000 underlying)
480,000
Stock Appreciation Rights
Exercise: $12.83Exp: 2022-08-22→ Common Stock (70,877 underlying)
70,877
Stock Appreciation Rights
Exercise: $11.62From: 2014-11-07Exp: 2022-08-22→ Common Stock (216,334 underlying)
216,334
Common Stock
(indirect: By IRA)
282
Stock Appreciation Rights
Exercise: $13.06Exp: 2022-08-22→ Common Stock (150,933 underlying)
150,933
Common Stock
(indirect: By IRA)
2,000
8.00% Non-Cumulative Perpetual Preferred Stock, Series C
(indirect: By Trust)
4,000
Stock Appreciation Rights
Exercise: $13.55Exp: 2022-08-22→ Common Stock (15,275 underlying)
15,275
Stock Appreciation Rights
Exercise: $12.27From: 2015-09-30Exp: 2022-08-22→ Common Stock (2,973 underlying)
2,973
Common Stock
(indirect: By Trust)
112,274
Common Stock
(indirect: By 401(k))
10,200
Common Stock
(indirect: By IRA)
4,700
Common Stock
(indirect: By IRA)
700
Stock Appreciation Rights
Exercise: $10.09Exp: 2022-08-22→ Common Stock (252,023 underlying)
252,023

Footnotes (7)

[F1]Shares disposed to satisfy Mr. Sugarman's tax liability incurred by the accelerated vesting of 251,005 shares previously granted to him as an award on April 26, 2016. This award was previously scheduled to vest in full on April 1, 2017, but was subject to certain restrictions on transfer until April 1, 2021. Pursuant to the terms and conditions of the Separation Agreement entered into by the Issuer and Mr. Sugarman on January 23, 2017 (the "Separation Agreement"), the shares not otherwise withheld to satisfy Mr. Sugarman's tax liability are now fully vested, and are no longer subject to the former transfer restrictions.
[F2]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 $8.72 as of December 31, 2016.
[F3]Warrants vested in accordance with the following schedule: 50,000 shares vested on October 11, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012.
[F4]Warrants expire five years from the date vested.
[F5]Each of these Stock Appreciation Rights ("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.
[F7]The TEU Additional SAR originally related to 300,219 shares of common stock. Prior to January 23, 2017, pursuant to the terms thereof, the TEU Additional SAR had accelerated in vesting with respect to 254,402 shares and 37,988 shares had been forfeited. Pursuant to the terms and conditions of the Separation Agreement, the TEU Additional SAR accelerated in vesting with respect to the final 7,829 shares on January 23, 2017. The TEU Additional SARs that have accelerated in vesting have the same terms and conditions as the original grant.

Documents

2 files

Issuer

BANC OF CALIFORNIA, INC.

CIK 0001169770

→

Entity typeoperating

IncorporatedMD

Related Parties

filerCIK 0001169770

Filing Metadata

Form type: 4
Filed: Jan 24, 7:00 PM ET
Accepted: Jan 25, 8:26 PM ET
Size: 32.5 KB

View on SEC.gov