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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $ 26.18 | 02/06/2018 | X | 10,500 | (7) | 11/12/2019 | Class A Common Stock | 10,500 | $ 0 | 10,500 | I | By Olivia Z Oran 1998 Trust | |||
Common Stock Warrants (right to buy) | $ 26.18 | 02/06/2018 | X | 5,000 | (7) | 11/12/2019 | Class A Common Stock | 5,000 | $ 0 | 135,322 | D | ||||
Common Stock Warrants (right to buy) | (7) | (7) | 11/12/2019 | Class A Common Stock | 15,750 | 15,750 | I | By Gregory D. Oran 1998 Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORAN STUART I C/O FCB FINANCIAL HOLDINGS, INC. 2500 WESTON ROAD, SUITE 300 WESTON, FL 33331 |
X | Secretary |
/s/ Douglas Bates, as Attorney-in-Fact for Stuart Oran | 02/08/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On February 6, 2018, the Olivia Z. Oran 1998 Trust (the "Trust") exercised a warrant to purchase an aggregate of 10,500 shares of Class A Common Stock of FCB Financial Holdings, Inc. (the "Issuer") for $26.18 a share. The Trust paid the exercise price on a cashless basis, resulting in the Issuer withholding 5,163 of the warrant shares to pay the exercise price and issuing to the Trust the remaining 5,337 shares. The Issuer also paid $39.94 to the Trust in lieu of fractional shares. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.80 to $53.10, 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 footnote (2) to this Form 4. |
(3) | On February 6, 2018, the reporting person exercised a warrant to purchase an aggregate of 5,000 shares of Class A Common Stock of the Issuer for $26.18 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 2,409 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,591 shares. The Issuer also paid $29.35 to the reporting person in lieu of fractional shares. |
(4) | These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2017. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.90 to $54.95, 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 footnote (5) to this Form 4. |
(6) | This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC. |
(7) | Exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the initial public offering. The exercise price at the 6-month anniversary of the consummation of the initial public offering is $24.24, the exercise price at the 18-month anniversary of the consummation of the initial public offering is $26.18 and the exercise price at the 30-month anniversary of the consummation of the initial public offering is $28.28. |