Sec Form 4 Filing - Lieberman Les J @ FCB FINANCIAL HOLDINGS, INC. - 2017-12-31

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
Lieberman Les J
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)
Executive Vice Chairman
(Last) (First) (Middle)
C/O FCB FINANCIAL HOLDINGS, INC., 2500 WESTON ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2017
(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)
I
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 12/31/2017 A 10,101 ( 1 ) A $ 0 308,299 D
Class A Common Stock, par value $.001 per share 12/31/2017 A 6,966 ( 2 ) A $ 0 315,265 D
Class A Common Stock, par value $.001 per share 12/31/2017 F 9,528 D $ 50.8 305,737 D
Class A Common Stock, par value $.001 per share 01/02/2018 M 12,075 A $ 19.75 317,812 D
Class A Common Stock, par value $.001 per share 01/02/2018 S( 3 ) 12,075 D $ 51.0367 ( 4 ) 305,737 D
Class A Common Stock, par value $.001 per share 89,079 I By grantor retained annuity trust ( 5 )
Class A Common Stock, par value $.001 per share 1,995 By Bond Street Management, LLC ( 6 )
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
Option to Purchase $ 19.75 01/02/2018 M 12,075 ( 7 ) 12/23/2023 Class A Common Stock 12,075 $ 0 250,266 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lieberman Les J
C/O FCB FINANCIAL HOLDINGS, INC.
2500 WESTON ROAD, SUITE 300
WESTON, FL33331
X Executive Vice Chairman
Signatures
/s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2016, the reporting person was granted 30,303 restricted shares of Class A common stock of FCB Financial Holdings Inc. (the "Issuer"), one-third of which vest on each of December 31, 2016, 2017 and 2018, provided the performance criteria set forth in the restricted stock award agreement between the Issuer and the reporting person are met and the reporting person is still an employee of the Issuer on the applicable vesting date.
( 2 )On March 28, 2017, the reporting person was granted 20,898 restricted shares of Class A common stock of the Issuer, one-third of which vest on each of December 31, 2017, 2018 and 2019, provided the performance criteria set forth in the restricted stock award agreement between the Issuer and the reporting person are met and the reporting person is still an employee of the Issuer on the applicable vesting date.
( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2017.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.75 to $51.55, 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 this footnote (4) to this Form 4.
( 5 )This includes shares contributed by the reporting person to a grantor retained annuity trust for the benefit of himself and his three children. As the reporting person is not the trustee of the grantor retained annuity trust, the reporting person disclaims beneficial ownership of the securities held by such grantor retained annuity trust.
( 6 )This includes 1,995 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC.
( 7 )These options vested immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Company's initial public offering.

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