Les J Lieberman Form 4 FCB FINANCIAL / Les J Lieberman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lieberman Les J

(Last) (First) (Middle)

C/O FCB FINANCIAL HOLDINGS, INC.

2500 WESTON ROAD, SUITE 300

(Street)

WESTON FL 33331

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FCB FINANCIAL HOLDINGS, INC. [ FCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $.001 per share	01/01/2019		D		379,059(1)	D	(2)	0	D
Class A Common Stock, par value $.001 per share	01/01/2019		D		38,070	D	(3)	0	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Class A Common Stock, par value $.001 per share	01/01/2019		D		38,070	D	(3)	0	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Class A Common Stock, par value $.001 per share	01/01/2019		D		38,070	D	(3)	0	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman
Class A Common Stock, par value $.001 per share	01/01/2019		D		25,000	D	(4)	0	I	By grantor retained annuity trust
Class A Common Stock, par value $.001 per share	01/01/2019		D		89,002	D	(5)	0	I	By descendants' trusts
Class A Common Stock, par value $.001 per share	01/01/2019		D		1,995	D	(6)	0	I	By Bond Street Management, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase	$19.75	01/01/2019		D			196,667	(7)	12/23/2023	Class A Common Stock	196,667	(7)	0	D
Common Stock Warrants (right to buy)	$28.28	01/01/2019		D			126,373	(8)	11/12/2019	Class A Common Stock	126,373	(8)	0	D
Common Stock Warrants (right to buy)	(9)	01/01/2019		D			77,434	(9)	11/12/2019	Class A Common Stock	77,434	(9)	0	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Common Stock Warrants (right to buy)	(9)	01/01/2019		D			77,434	(9)	11/12/2019	Class A Common Stock	77,434	(9)	0	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Common Stock Warrants (right to buy)	(9)	01/01/2019		D			77,434	(9)	11/12/2019	Class A Common Stock	77,434	(9)	0	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman

Explanation of Responses:

1. Includes 86 shares of common stock of the Issuer that were inadvertently omitted from the total previously reported as beneficially owned by the reporting person due to a clerical error.

2. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer and Synovus Financial Corp. ("Synovus") in exchange for 399,816 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.

3. Disposed of pursuant to the Merger Agreement in exchange for 36,085 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. The reporting person disclaims beneficial ownership of the securities held by these trusts.

4. Disposed of pursuant to the Merger Agreement in exchange for 26,375 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This 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.

5. Disposed of pursuant to the Merger Agreement in exchange for 93,897 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This includes shares distributed from a grantor retained annuity trust for the benefit of the reporting person and his three children to three descendants' trusts for the respective benefit of such children. The reporting person disclaims beneficial ownership of the securities held by such descendants' trusts

6. Disposed of pursuant to the Merger Agreement in exchange for 2,104 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.

7. This option, which provided for vesting immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 207,483 shares of Synovus common stock for $18.72 per share.

8. These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 133,323 shares of Synovus common stock for $26.81 per share.

9. These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 81,692 shares of Synovus common stock for $22.98 per share, $24.82 per share and $26.81 per share for the portion of the warrants that became exercisable on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, respectively. The reporting person disclaims beneficial ownership of the warrants held by these trusts.

	/s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman	01/02/2019
	** Signature of Reporting Person	Date
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