Sec Form 4 Filing - Seabold Jeffrey T @ BANC OF CALIFORNIA, INC. - 2016-06-17

FORM 4 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 Seabold Jeffrey T 2. Issuer Name and Ticker or Trading Symbol BANC OF CALIFORNIA, INC. [ BANC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CHIEF BANKING OFFICER (Last) (First) (Middle) C/O BANC OF CALIFORNIA, INC., 18500 VON KARMAN AVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2016 (Street) IRVINE, CA92612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class B Non-Voting Stock 06/17/2016 X 130,000 A $ 8.84 ( 1 ) 221,066 D Class B Non-Voting Stock 06/17/2016 S( 2 ) 59,225 D $ 19.4 161,841 D Common Stock 170,627 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 (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 Warrant to purchase Class B Non-Voting Common Stock $ 8.84 ( 1 ) 06/17/2016 X 130,000 ( 3 ) ( 3 ) Class B Non-Voting Common Stock 210,000 $ 0 80,000 D Stock Option (Right to Purchase) $ 15.81 06/27/2012 06/27/2021 Common Stock 16,713 16,713 D Stock Option $ 13.1 ( 4 ) 05/13/2023 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seabold Jeffrey T C/O BANC OF CALIFORNIA, INC. 18500 VON KARMAN AVE, SUITE 1100 IRVINE, CA92612 EVP, CHIEF BANKING OFFICER Signatures /s/ James J. McKinney, Attorney-in-Fact 07/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise price of this warrant was subject to certain automatic adjustments in accordance with the terms of the warrant. Based on these automatic adjustments to the original $11.00 exercise price, it was determined that the exercise price for these warrants was $8.84 on the transaction date. ( 2 )Warrants exercised on a cashless basis, resulting in the Issuer withholding 59,225 of the warrant shares to pay the exercise price, and issuing to the Reporting Person the remaining 70,775 shares. ( 3 )Warrants became exercisable as follows: (i) 130,000 shares became exercisable on July 1, 2011; and (ii) 80,000 shares became exercisable on October 1, 2011. Shares are exercisable with respect to each vested tranche for five years after the tranche's vesting date. ( 4 )Options will vest according to the following schedule: 20% increments on each of May 13, 2014, 2015, 2016, 2017 and 2018.

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