Sec Form 4 Filing - Seabold Jeffrey T @ BANC OF CALIFORNIA, INC. - 2016-09-30

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) EXECUTIVE VICE PRESIDENT (Last) (First) (Middle) C/O BANC OF CALIFORNIA, INC., 18500 VON KARMAN AVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2016 (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 09/30/2016 X( 1 ) 80,000 A $ 8.8 ( 2 ) 241,841 D Class B Non-Voting Stock 09/30/2016 S( 1 )( 3 ) 39,919 D $ 17.63 201,992 D Common Stock 165,409 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 $ 8.8 ( 2 ) 09/30/2016 X( 1 ) 80,000 ( 4 ) ( 4 ) Class B Non-Voting Common Stock 80,000 $ 0 0 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 ( 5 ) 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 EXECUTIVE VICE PRESIDENT Signatures /s/ James J. McKinney , Attorney-in-Fact 10/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise of the Reporting Person's warrant to purchase shares of the Issuer's Class B Non-Voting Stock reported herein was effected pursuant to a Rule 10b-5 trading plan, adopted by the Reporting Person on August 10, 2016. ( 2 )The exercise price of this warrant is 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 has been determined that the exercise price for these warrants was $8.80 per share as of September 30, 2016. ( 3 )Warrants exercised on a cashless basis, resulting in the Issuer withholding 39,919 of the warrant shares to pay the exercise price, and issuing to the Reporting Person the remaining 40,081 shares. ( 4 )Warrants became exercisable on October 1, 2011, and was exercisable for a period of five years thereafter. ( 5 )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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