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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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)
03/08/2018

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	03/08/2018		X		34,619	A	$26.18	315,356	D
Class A Common Stock, par value $.001 per share	03/08/2018		X		70,276	A	$28.28	385,632	D
Class A Common Stock, par value $.001 per share	03/08/2018		S(1)(2)		50,547	D	$57.25	335,085	D
Class A Common Stock, par value $.001 per share	03/09/2018		X		70,274	A	(3)	70,274	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Class A Common Stock, par value $.001 per share	03/09/2018		S(1)(3)		32,204	D	$57.25	38,070	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Class A Common Stock, par value $.001 per share	03/09/2018		X		70,274	A	(4)	70,274	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Class A Common Stock, par value $.001 per share	03/09/2018		S(1)(4)		32,204	D	$57.25	38,070	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Class A Common Stock, par value $.001 per share	03/09/2018		X		70,274	A	(5)	70,274	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman
Class A Common Stock, par value $.001 per share	03/09/2018		S(1)(5)		32,204	D	$57.25	38,070	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman
Class A Common Stock, par value $.001 per share								25,000	I	By grantor retained annuity trust(6)
Class A Common Stock, par value $.001 per share								89,002	I	By descendants' trusts(7)
Class A Common Stock, par value $.001 per share								1,995	I	By Bond Street Management, LLC(8)

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
Common Stock Warrants (right to buy)	$26.18	03/08/2018		X			34,619	(9)	11/12/2019	Class A Common Stock	34,619	$0	196,649	D
Common Stock Warrants (right to buy)	$28.28	03/08/2018		X			70,276	(9)	11/12/2019	Class A Common Stock	70,276	$0	126,373	D
Common Stock Warrants (right to buy)	(3)	03/09/2018		X			70,274	(9)	11/12/2019	Class A Common Stock	70,274	$0	77,434	I	By The Descendant's Trust f/b/o Grace Dora Lieberman
Common Stock Warrants (right to buy)	(4)	03/09/2018		X			70,274	(9)	11/12/2019	Class A Common Stock	70,274	$0	77,434	I	By The Descendant's Trust f/b/o Samuel Aaron Lieberman
Common Stock Warrants (right to buy)	(5)	03/09/2018		X			70,274	(9)	11/12/2019	Class A Common Stock	70,274	$0	77,434	I	By The Descendant's Trust f/b/o Cara Tillie Lieberman

Explanation of Responses:

1. All shares to which the transaction code "S" is applied in Table I consist of shares withheld by FCB Financial Holdings, Inc. (the "Issuer") to pay the exercise price upon the "cashless exercise" of warrants, which cashless exercise may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the warrant shares withheld. This Form does not report any sale by the reporting person of any shares issued to him upon the exercise of warrants or otherwise.

2. See Exhibit 99.1 to this Form 4 for explanation of note (2).

3. See Exhibit 99.1 to this Form 4 for explanation of note (3).

4. See Exhibit 99.1 to this Form 4 for explanation of note (4).

5. See Exhibit 99.1 to this Form 4 for explanation of note (5).

6. See Exhibit 99.1 to this Form 4 for explanation of note (6).

7. See Exhibit 99.1 to this Form 4 for explanation of note (7).

8. See Exhibit 99.1 to this Form 4 for explanation of note (8).

9. See Exhibit 99.1 to this Form 4 for explanation of note (9).

Remarks:

	/s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman	03/12/2018
	** 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).
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