FCB Financial Form 4 FCB FINANCIAL / ALAN S BERNIKOW 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

BERNIKOW ALAN S

(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
	Officer (give title below)	Other (specify below)

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		7,705	D	(1)	0	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
Option to Purchase	$21	01/01/2019		D			50,000	(2)	01/10/2021	Class A Common Stock	50,000	(2)	0	D
Option to Purchase	$20.62	01/01/2019		D			50,000	(3)	03/08/2022	Class A Common Stock	50,000	(3)	0	D
Option to Purchase	$19.25	01/01/2019		D			10,000	(4)	01/17/2023	Class A Common Stock	10,000	(4)	0	D
Option to Purchase	$19.75	01/01/2019		D			10,000	(5)	02/05/2024	Class A Common Stock	10,000	(5)	0	D
Option to Purchase	$23.97	01/01/2019		D			13,000	(6)	02/10/2025	Class A Common Stock	13,000	(6)	0	D
Option to Purchase	$23.97	01/01/2019		D			10,000	(7)	02/10/2025	Class A Common Stock	10,000	(7)	0	D
Option to Purchase	$29.98	01/01/2019		D			10,000	(8)	02/23/2026	Class A Common Stock	10,000	(8)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer and Synovus Financial Corp. ("Synovus") in exchange for 8,129 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.

2. This option, which is fully vested and became exercisable on January 25, 2013, was converted into an option to purchase 52,750 shares of Synovus common stock for $19.91 per share.

3. This option, which is fully vested and became exercisable on January 25, 2013, was converted into an option to purchase 52,570 shares of Synovus common stock for $19.55 per share.

4. This option, which is fully vested and became exercisable on January 25, 2013, was converted into an option to purchase 10,550 shares of Synovus common stock for $18.25 per share.

5. This option, which provided for vesting on each of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014 in equal installments, was converted into an option to purchase 10,550 shares of Synovus common stock for $18.72 per share.

6. This option, which provided for vesting on each of March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 in equal installments, was converted into an option to purchase 13,715 shares of Synovus common stock for $22.72 per share.

7. This option, which provided for vesting on each of April 1, 2015, July 1, 2015, October 1, 2015 and January 1, 2016 in equal installments, was converted into an option to purchase 10,550 shares of Synovus common stock for $22.72 per share.

8. This option, which provided for vesting on each of April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 in equal installments, was converted into an option to purchase 10,550 shares of Synovus common stock for $28.42 per share.

	/s/ Douglas Bates, as Attorney-in-Fact for Alan Bernikow	01/02/2019
	** 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.