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Filing Details

Accession Number:: 0001415889-15-002876
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-24 19:36:15
Reporting Period:: 2015-08-21

Filing Date:: 2015-08-24
Accepted Time:: 2015-08-24 19:36:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1169770	Banc Of California Inc.	BANC	National Commercial Banks (6021)	043639825

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1504590	Steven Sugarman	C/O Banc Of California, Inc. 18500 Von Karman Ave, Suite 1100 Irvine CA 92612	Ceo And Chairman Of Board	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-08-21	5,000	$12.29	45,736	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
Common Stock	Acquisiton	2015-08-21	5,000	$12.28	50,736	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
Common Stock	Acquisiton	2015-08-21	5,000	$12.27	55,736	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
Common Stock	Acquisiton	2015-08-21	10,000	$12.22	65,736	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
Common Stock	Acquisiton	2015-08-24	10,000	$12.00	75,736	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	166,249	Direct
Common Stock	10,200	Indirect	By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman
Common Stock	400	Indirect	By Hailey Sugarman Roth IRA
Common Stock	1,475	Indirect	By Sierra Sugarman Roth IRA
Common Stock	2,000	Indirect	By Steven Sugarman Roth IRA
Common Stock	282	Indirect	By Ainslie Sugarman Roth IRA
Common Stock	35,000	Indirect	By the Steven and Ainslie Sugarman Family Irrevocable Trust
Common Stock	4,700	Indirect	By Ainslie Sugarman IRA
8.00% Non-Cumulative Perpetual Preferred Stock, Series C	4,000	Indirect	By Steven and Ainslie Sugarman Living Trust
Common Stock	690	Indirect	By Cole Sugarman Roth IRA

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Purchase)	$15.81	2012-06-27	2021-06-27	16,165	16,165	Direct
Class B Non-Voting Common Stock	Warrant to Purchase Class B Non-Voting Common Stock	$11.00			960,000	960,000	Indirect
Common Stock	Stock Appreciation Rights	$12.83		2022-08-22	70,877	70,877	Direct
Common Stock	Stock Appreciation Rights	$13.06		2022-08-22	150,933	150,933	Direct
Common Stock	Stock Appreciation Rights	$13.60		2022-08-22	88,366	88,366	Direct
Common Stock	Stock Appreciation Rights	$12.12		2022-08-22	500,000	500,000	Direct
Common Stock	Stock Appreciation Rights	$13.55		2022-08-22	15,275	15,275	Direct
Common Stock	Stock Appreciation Rights	$10.09		2022-08-22	268,178	268,178	Direct
Common Stock	Stock Appreciation Rights	$10.09		2022-08-22	252,023	252,023	Direct
Common Stock	Stock Appreciation Rights	$11.62	2014-11-07	2022-08-22	216,334	216,334	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-06-27	16,165	16,165	Direct
	960,000	960,000	Indirect
2022-08-22	70,877	70,877	Direct
2022-08-22	150,933	150,933	Direct
2022-08-22	88,366	88,366	Direct
2022-08-22	500,000	500,000	Direct
2022-08-22	15,275	15,275	Direct
2022-08-22	268,178	268,178	Direct
2022-08-22	252,023	252,023	Direct
2022-08-22	216,334	216,334	Direct

Footnotes

121,852 of these shares represent a grant of restricted stock that is subject to certain performance conditions being met in order to vest by April 1, 2016.
The exercise price of this warrant is subject to certain automatic adjustments in accordance with the terms of the warrant. Based on these automatic adjustments to the original $11.00 exercise price, it has been determined that the exercise price for these warrants was $9.13 per share as of June 30, 2015.
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.
Warrants expire five years from the date vested.
Each of these Stock Appreciation Rights ("SARs") became fully vested on August 21, 2014.
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.
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.
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 219,445 shares and 32,041 shares were forfeited as of July 21, 2015.