Burke Paul Robert Form 4 PACWEST BANCORP / Paul Robert Burke 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^*

Burke Paul Robert

(Last) (First) (Middle)

10250 CONSTELLATION BLVD.,

SUITE 1640

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACWEST BANCORP [ PACW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2015

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
Common Stock	11/06/2015		S		202,067	D	$47.21(1)	666,421(2)	I	Northaven group(3)
Common Stock	11/06/2015		S		133	D	$47.8531(4)	666,288(2)	I	Northaven group(3)
Common Stock								259,232(5)	I	By Northaven Partners, L.P.(6)
Common Stock								48,854(5)	I	By Northaven Partners II, L.P.(6)
Common Stock								16,117(5)	I	By Northaven Partners III, L.P.(6)
Common Stock								25,916(5)	I	By Northaven Offshore Ltd.(6)
Common Stock								316,169(5)	I	By Northaven Capital Partners, L.P.(6)
Common Stock								3,976	D

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.85 to $47.83, inclusive. The reporting person undertakes to provide to PacWest Bancorp, any security holder of PacWest Bancorp, 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 range set forth in footnote (1) to this Form 4.

2. Represents the total number of shares owned by the five Northaven entities combined after giving effect to the reported transaction. A breakdown of the shares owned by each entity is set forth at the bottom of Table I.

3. Each of the five Northaven entities participated in the sales reported on this Form 4. Of the total 202,200 shares sold, Northaven Partners, L.P. sold 85,146 shares, Northaven Partners II, L.P. sold 11,580 shares, Northaven Partners III, L.P. sold 5,294 shares, Northaven Offshore Ltd. sold 8,512 shares, and Northaven Capital Partners, L.P. sold 91,668 shares.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.8525 to $47.855, inclusive. The reporting person undertakes to provide to PacWest Bancorp, any security holder of PacWest Bancorp, 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 range set forth in footnote (4) to this Form 4.

5. Represents the total number of shares held by each respective Northaven entity after giving effect to the reported transactions.

6. Reporting person serves as a shareholder in Northaven Management, Inc., and is a member of Northaven Associates, LLC, the general partner of each of Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., and Northaven Capital Partners, L.P., and the holder of the management shares of Northaven Offshore Ltd. As such, reporting person may be deemed to have beneficial ownership of the securities owned by these entities. Reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

	/s/ Paul Burke	11/09/2015
	** Signature of Reporting Person	Date
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