Sec Form 4 Filing - Weatherford Will @ Sunshine Bancorp, Inc. - 2016-09-21

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 Weatherford Will 2. Issuer Name and Ticker or Trading Symbol Sunshine Bancorp, Inc. [ SBCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 102 WEST BAKER STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2016 (Street) PLANT CITY, FL33563 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 09/21/2016 S 1,588 ( 3 ) D $ 14.57 34,494 ( 1 ) D Common Stock 2,685 I By Retirement Account Common Stock 1,260 I By IRA

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 Stock Options $ 13.96 10/29/2015 10/29/2025 Common Stock 9,766 ( 2 ) 9,766 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weatherford Will 102 WEST BAKER STREET PLANT CITY, FL33563 X Signatures /s/ Benjamin M. Azoff, pursuant to power of attorney 09/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of restricted stock which vest at a rate of 20% per year commencing on October 29, 2015. ( 2 )Stock options vest at a rate of 20% per year commencing on October 29, 2015. ( 3 )This sale was matchable against a purchase under Section 16(b) of the Securities Exchange Act of 1934, as amended. Mr. Weatherford has paid the Issuer $222.32, representing the full amount of profit realized in connection with the short-swing transaction. The amount of profit realized includes a purchase which occurred on August 19, 2016. Shares sold as the result of broker error and not by any volitional act of the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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