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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FCB FINANCIAL HOLDINGS, INC. [ FCB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/31/2017 | A | 10,101(1) | A | $0 | 308,299 | D | |||
| Class A Common Stock, par value $.001 per share | 12/31/2017 | A | 6,966(2) | A | $0 | 315,265 | D | |||
| Class A Common Stock, par value $.001 per share | 12/31/2017 | F | 9,528 | D | $50.8 | 305,737 | D | |||
| Class A Common Stock, par value $.001 per share | 01/02/2018 | M | 12,075 | A | $19.75 | 317,812 | D | |||
| Class A Common Stock, par value $.001 per share | 01/02/2018 | S(3) | 12,075 | D | $51.0367(4) | 305,737 | D | |||
| Class A Common Stock, par value $.001 per share | 89,079 | I | By grantor retained annuity trust(5) | |||||||
| Class A Common Stock, par value $.001 per share | 1,995 | I | By Bond Street Management, LLC(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 01/02/2018 | M | 12,075 | (7) | 12/23/2023 | Class A Common Stock | 12,075 | $0 | 250,266 | D | ||||
| Explanation of Responses: |
| 1. On March 29, 2016, the reporting person was granted 30,303 restricted shares of Class A common stock of FCB Financial Holdings Inc. (the "Issuer"), one-third of which vest on each of December 31, 2016, 2017 and 2018, provided the performance criteria set forth in the restricted stock award agreement between the Issuer and the reporting person are met and the reporting person is still an employee of the Issuer on the applicable vesting date. |
| 2. On March 28, 2017, the reporting person was granted 20,898 restricted shares of Class A common stock of the Issuer, one-third of which vest on each of December 31, 2017, 2018 and 2019, provided the performance criteria set forth in the restricted stock award agreement between the Issuer and the reporting person are met and the reporting person is still an employee of the Issuer on the applicable vesting date. |
| 3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2017. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.75 to $51.55, 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 this footnote (4) to this Form 4. |
| 5. 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. |
| 6. This includes 1,995 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC. |
| 7. These options vested immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Company's initial public offering. |
| Remarks: |
| /s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman | 01/03/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||