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 HOPE BANCORP INC [ HOPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 03/09/2020 | M | 2,014 | A | $10.14 | 59,912 | D | |||
| Common Stock | 03/09/2020 | F | 674 | D | $10.14 | 59,238 | D | |||
| 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 | ||||||||
| Time-based Restricted Stock Units | (1) | 03/06/2020 | A | 5,300 | (1) | (1) | Common Stock | 5,300 | $0.00 | 5,300 | D | ||||
| Time-based Restricted Stock Units | (2) | (2) | (2) | Common Stock | 5,076 | 5,076 | D | ||||||||
| Performance-based Restricted Stock Units | (3) | 05/23/2022(3) | (3) | Common Stock | 2,538(3) | 2,538(3) | D | ||||||||
| Performance-based Restricted Stock Units | (4) | 05/23/2022(4) | (4) | Common Stock | 2,538(4) | 2,538(4) | D | ||||||||
| Time-based Restricted Stock Units | (5) | 03/09/2020 | M | 2,014 | (5) | (5) | Common Stock | 2,015 | $10.14 | 2,015 | D | ||||
| Time-based Restricted Stock Units | (6) | (6) | (6) | Common Stock | 2,800 | 2,800 | D | ||||||||
| Time-based Restricted Stock Units | (7) | (7) | (7) | Common Stock | 2,660 | 2,660 | D | ||||||||
| Performance-based Restricted Stock Units | (8) | 04/26/2021(8) | (8) | Common Stock | 1,995(8) | 1,995(8) | D | ||||||||
| Performance-based Restricted Stock Units | (9) | 04/26/2021(9) | (9) | Common Stock | 1,995(9) | 1,995(9) | D | ||||||||
| Time-based Restricted Stock Units | (10) | (10) | (10) | Common Stock | 667 | 667 | D | ||||||||
| Performance-based Restricted Stock Units | (11) | 07/27/2020(11) | (11) | Common Stock | 1,000(11) | 1,000(11) | D | ||||||||
| Performance-based Restricted Stock Units | (12) | 07/27/2020(12) | (12) | Common Stock | 1,000(12) | 1,000(12) | D | ||||||||
| Incentive Stock Option (right to buy) | $14.95 | (13) | 09/30/2020 | Common Stock | 7,034 | 7,034 | D | ||||||||
| Incentive Stock Option (right to buy) | $17.18 | (14) | 09/01/2026 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Explanation of Responses: |
| 1. Total 5,300 Restricted Stock Units (RSU) were granted on March 6, 2020 pursuant to the Hope Bancorp, Inc. 2019 Incentive Compensation Plan ("2019 ICP"). Each RSU represents a contingent right to receive one share of Hope common stock. Installments of 2,650 shares each will vest annually on March 6, 2021 and 2022. |
| 2. Total 5,076 Restricted Stock Units (RSU) were granted on May 23, 2019 pursuant to the Hope Bancorp, Inc. 2017 Long-Term Incentive Plan ("2017 LTIP") and Hope Bancorp, Inc. 2019 Incentive Compensation Plan ("2019 ICP"). Each RSU represents a contingent right to receive one share of Hope common stock. Installments of 1,692 shares each will vest annually on May 23, 2020, 2021, and 2022. |
| 3. 2,538 performance-based restricted stock units ("PRSU") were granted on May 23, 2019 pursuant to the 2017 LTIP and 2019 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU shares depends upon Hope's achievement of a specified relative return on average assets in relation to the KRX Index during the 11-quarter period from April 1, 2019 through December 31, 2021. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 4. 2,538 PRSU were granted on May 23, 2019 pursuant to the 2017 LTIP and 2019 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU shares depends upon Hope's achievement of a specified relative ranking of the total stockholder return in relation to the KRX Index over an 11-quarter period from April 1, 2019 through December 31, 2021. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 5. Total 4,029 RSU were granted on March 8, 2019 pursuant to the BBCN Bancorp, Inc. 2016 Incentive Compensation Plan ("2016 ICP"). Each RSU represents a contingent right to receive one share of Hope common stock. Installments of 2,014 and 2,015 shares will vest annually on March 8, 2020 and 2021 respectively. |
| 6. On September 1, 2016, the reporting person was granted 7,000 RSU pursuant to the 2016 ICP. RSUs convert into common stock on a one-for-one basis and vest annually in five equal installments beginning on the first anniversary of the grant date. |
| 7. Total 3,989 RSU were granted on April 26, 2018 pursuant to the 2017 LTIP and 2016 ICP. Each RSU represents a contingent right to receive one share of Hope common stock. Installments of 1,329 shares each will vest annually on April 26, 2019, 2020, and 1,331 shares on April 26, 2021. |
| 8. 1,995 PRSU were granted on April 26, 2018 pursuant to the 2017 LTIP and the 2016 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU depends upon Hope's achievement of a specified increase in the cumulative quarterly earnings per share during the 11-quarter period from April 1, 2018 through December 31, 2020. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 9. 1,995 PRSU were granted on April 26, 2018 pursuant to the 2017 LTIP and the 2016 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU shares depends upon Hope's achievement of a specified relative ranking of the total stockholder return in relation to the KRX Index over an 11-quarter period from April 1, 2018 through December 31, 2020. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 10. Total 2,000 RSU were granted on July 27, 2017 pursuant to the 2017 LTIP and 2016 ICP. Each RSU represents a contingent right to receive one share of Hope common stock. Installments of 666 shares will vest on shares on July 27, 2018, and 667 shares each will vest annually on July 27, 2019 and 2020. |
| 11. 1,000 PRSU were granted on July 27, 2017 pursuant to the 2017 LTIP and the 2016 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU depends upon Hope's achievement of a specified increase in the cumulative quarterly earnings per share during the 10-quarter period from July 1, 2017 through December 31, 2019. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 12. 1,000 PRSU were granted on July 27, 2017 pursuant to the 2017 LTIP and the 2016 ICP and subject to a 3-year cliff vesting. Vesting of these PRSU shares depends upon Hope's achievement of a specified relative ranking of the total stockholder return in relation to the KRX Index over a 10-quarter period from July 1, 2017 through December 31, 2019. Each PRSU represents a contingent right to receive one share of Hope common stock at Target performance. The "Target" number of shares is reported. Possible payout ranges from 0% of Target if the Threshold goal is not met, 50% to 99% on a prorated basis if the Threshold is met but the Target goal is not met, 100% to 149% on a prorated basis if the Target goal is met but the Stretch goal is not met, and 150% if the Stretch goal is met or exceeded. |
| 13. Non-qualified stock options granted on 09/30/15. These options have become fully vested as of 9/30/18. |
| 14. Non-qualified stock options granted on September 1, 2016 pursuant to the 2016 ICP. These options vest annually in five equal installments on September 1st of 2017, 2018, 2019, 2020 and 2021. |
| Remarks: |
| /s/Claire Hur as attorney-in-fact for Peter Koh | 03/10/2020 | |
| ** 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. | ||