Sec Form 3 Filing - WARBURG PINCUS LLC @ BANC OF CALIFORNIA, INC. - 2023-11-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person WARBURG PINCUS LLC 2. Issuer Name and Ticker or Trading Symbol BANC OF CALIFORNIA, INC. [ BANC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2023 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 15,592,774 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Non-Voting Common Equivalent Stock ("NVCE") 8,797,470 ( 6 ) ( 7 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants ( 9 ) 11/30/2023 11/30/2030 NVCE Stock ( 6 ) ( 7 ) 15,853,658 ( 8 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARBURG PINCUS LLC C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X Warburg Pincus Partners II (Cayman), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X Warburg Pincus (Bermuda) Private Equity GP Ltd. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS FINANCIAL SECTOR II-E (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS FINANCIAL SECTOR II PARTNERS (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP, L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP LLC C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP, L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP LLC C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY10017 X Signatures See Exhibit 99.1 12/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities held directly by (i) WP Clipper GG 14 L.P., a Cayman Islands exempted company with limited liability ("WPGG14 Purchaser") and (ii) WP Clipper FS II L.P., a Cayman Islands exempted company with limited liability ("WPFSII Purchaser" and, together with WPGG14 Purchaser, the "Purchasers"). The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto 14"), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa 14"), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-B"), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-E"), (continued on footnote 2) ( 2 )(continued from footnote 1) (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth 14 Partners"), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14 Partners" and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the "WP Global Growth 14 Funds"). The equity interests of WPFSII Purchaser are held by (i) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II LP"), (ii) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II-E"), and (iii) Warburg Pincus Financial Sector II Partners (Cayman), L.P., (continued on footnote 3) ( 3 )(continued from footnote 2) a Cayman Islands exempted limited partnership ("WP Financial Sector II Partners" and, together with WP Financial Sector II LP and WP Financial Sector II-E, the "WP Financial Sector II Funds"). Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman 14 GP"), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Delaware limited liability company ("WPGG Cayman 14 GP LLC"), is the general partner of WPGG Cayman 14 GP. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman II GP"), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Delaware limited liability company ("WPFS Cayman II GP LLC"), is the general partner of WPFS Cayman II GP. (continued on footnote 4) ( 4 )(continued from footnote 3) Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman"), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with the WP Global Growth 14 Funds, the WP Financial Sector II Funds, WPGG Cayman 14 GP, WPGG Cayman 14 GP LLC, WPFS Cayman II GP, WPFS Cayman II GP LLC, WPP II Cayman and WP Bermuda GP, the "Reporting Persons" and each, a "Reporting Person"), is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the securities of the Issuer held by the Reporting Persons are made by a committee comprised of three or more individuals and all members (continued on footnote 5) ( 5 )(continued from footnote 4) of such committee disclaim beneficial ownership of the securities of the Issuer held by the Reporting Persons. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the securities of the Issuer covered by this Statement. Each of the Reporting Persons disclaim their beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 6 )The Issuer issued an aggregate of 10,829,990 shares of NVCE Stock to the Purchasers on November 30, 2023, pursuant to the Investment Agreement, dated as of July 25, 2023 (the "Investment Agreement"), by and among the Issuer and the Purchasers. Immediately following the closing of the transactions contemplated by the Investment Agreement, the Purchasers collectively transferred 2,032,520 shares of NVCE Stock to the Specified Transferee (as defined in the Investment Agreement) pursuant to a private sale in exchange for aggregate consideration of $25 million. After February 28, 2024, and upon the written request of the Purchasers (or certain permitted transferees), the Purchasers (or such transferees) may request that the Issuer use its reasonable best efforts to permit the Purchasers (or such transferees) to exchange all or a portion of such person's shares of NVCE Stock (continued on footnote 7) ( 7 )(continued from footnote 6) (including shares of NVCE Stock for which the Warrants may be exercised) for shares of Common Stock or non-voting common stock of the Issuer, subject to the satisfaction of certain conditions specified in the Investment Agreement, including the receipt of any required regulatory approvals. ( 8 )The Warrants are exercisable, in whole or in part, to purchase 15,853,658 shares of NVCE Stock (or 15,853,658 shares of Common Stock on an as-converted basis, subject to certain adjustments). ( 9 )The Warrants are exercisable at a price of $15.375 per share, subject to customary anti-dilution adjustments, and will be automatically exercised if the market price of the Common Stock reaches or exceeds $24.60 for twenty or more trading days during any thirty consecutive trading day period.

Remarks: Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of a contractual right to designate a representative to serve on the board of directors of the Issuer. Todd Schell became a director of the Issuer of November 30, 2023. Mr. Schell is a Principal in WP LLC's Financials Services group. See Signatures of the Reporting Persons attached as Exhibit 99.1.

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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