Sec Form 4 Filing - ORAN STUART I @ FCB FINANCIAL HOLDINGS, INC. - 2017-11-16

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
ORAN STUART I
2. Issuer Name and Ticker or Trading Symbol
FCB FINANCIAL HOLDINGS, INC. [ FCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Secretary
(Last) (First) (Middle)
C/O FCB FINANCIAL HOLDINGS, INC., 2500 WESTON ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2017
(Street)
WESTON, FL33331
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 A Common Stock, par value $.001 per share 11/16/2017 X 11,142 A $ 24.24 18,246 D
Class A Common Stock, par value $.001 per share 11/16/2017 S( 1 ) 5,639 D $ 47.9 12,607 D
Class A Common Stock, par value $.001 per share 11/17/2017 S( 2 ) 5,503 D $ 47.7945 ( 3 ) 7,104 D
Class A Common Stock, par value $.001 per share 315 I By Bond Street Management, LLC ( 4 )
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
Common Stock Warrants (right to buy) $ 24.24 11/16/2017 X 11,142 ( 5 ) 11/12/2019 Class A Common Stock 11,142 $ 0 208,066 D
Common Stock Warrants (right to buy) $ 24.24 ( 5 ) 11/12/2019 Class A Common Stock 21,000 21,000 I By Olivia Z Oran 1998 Trust
Common Stock Warrants (right to buy) $ 24.24 ( 5 ) 11/12/2019 Class A Common Stock 21,000 21,000 I By Gregory D. Oran 1998 Trust
Reporting Owners
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, FL33331
X Secretary
Signatures
/s/ Douglas Bates, as Attorney-in-Fact for Stuart Oran 11/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 16, 2017, the reporting person exercised a warrant to purchase an aggregate of 11,142 shares of Class A Common Stock of the Issuer for $24.24 a share. The reporting person paid the exercise price on a cashless basis, resulting in FCB Financial Holdings, Inc. (the "Issuer") withholding 5,639 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,503 shares. The Issuer also paid $25.87 to the reporting person in lieu of fractional shares.
( 2 )These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2017.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.25 to $48.15, 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 (3) to this Form 4.
( 4 )This includes 315 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
( 5 )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.

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