Sec Form 4 Filing - KELLER ULRICH E. JR @ First Foundation Inc. - 2019-05-30

Insider filing report for Changes in Beneficial Ownership
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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
KELLER ULRICH E. JR
2. Issuer Name and Ticker or Trading Symbol
First Foundation Inc. [ FFWM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman
(Last) (First) (Middle)
18101 VON KARMAN, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2019
(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
Common Stock 05/30/2019 J 693,000 D 1,498,770 I By Family Trust ( 1 ) ( 2 ) ( 3 )
Common Stock 05/30/2019 J 693,000 A 693,000 I By Limited Partnership ( 1 ) ( 2 ) ( 3 )
Common Stock 05/30/2019 G 70,000 D 1,428,770 I By Family Trust ( 4 )
Common Stock 05/30/2019 G 70,000 A 270,000 I By Spouse's Trust ( 4 )
Common Stock 20,000 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLER ULRICH E. JR
18101 VON KARMAN
SUITE 700
IRVINE, CA92612
X Chairman
Signatures
'/s/ John M Michel attorney in fact for Ulrich E. Keller, Jr.' 05/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reported shares are held by the Keller-Confair Family Trust ("KCFT"). In connection with an estate planning transaction, 693,000 shares of the issuer's common stock held by KCFT have been transferred to a newly formed limited partnership (Keller Investment Fund, L.P. ("KIF")) in exchange for a 100% limited partnership interest in KIF and, separately, cash has been transferred by KCFT to a newly formed limited liability company (Keller Fund Management, LLC ("KFM")) in exchange for a 100% limited liability company interest in KFM. KFM is the general partner of KIF. KFM then transferred such cash to KIF in exchange for a 1% general partnership interest in KIF, at which time KFM held a 1% general partnership interest in KIF and KCFT held a 99% limited partnership interest in KIF.
( 2 )Following the aforementioned transactions, KCFT sold an aggregate 20% limited partnership interest in KIF to intentionally defective grantor trusts ("IDGT"), the beneficiaries of which are Mr. Keller's three adult children. The 20% KIF limited partnership interests were sold by KCFT to the IDGTs for an aggregate purchase price of $1,402,451, which was paid through a $150,000 cash down payment and issuance of promissory notes. The purchase price for the limited partnership interest sold to the IGDTs was calculated based on a an average of the high and low stock price of the issuer's stock on May 30, 2019 of $13.35, adjusted by an estimated 25% discount rate for lack of control and lack of marketability. Following completion of the transfer of the limited partnership interests, a third party appraiser will be engaged to determine the final discount rate.
( 3 )The purchase price for the limited partnership interest may be adjusted following completion of such appraisal in the event the appraiser determines that the final discount rate should be higher or lower than 25%. In the event the purchase price is adjusted, the balance of the promissory notes will be increased or decreased, as appropriate, in accordance with the terms of such promissory notes. By virtue of his control of KFM, Mr. Keller may be deemed to have beneficial ownership of all of the shares of the issuer's common stock held by KIF, however, Mr. Keller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report should not be deemed an admission that Mr. Keller is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
( 4 )This transaction involved a gift of securities by the reporting person's family trust to his spouse's trust. Mr. Keller may be deemed to have beneficial ownership of all of the shares of the issuer's common stock held by his spouse's trust, however, Mr. Keller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report should not be deemed an admission that Mr. Keller is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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