Sec Form 4 Filing - Nicolas Ronald J. Jr. @ PACIFIC PREMIER BANCORP INC - 2019-05-31

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
Nicolas Ronald J. Jr.
2. Issuer Name and Ticker or Trading Symbol
PACIFIC PREMIER BANCORP INC [ PPBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEVP & CFO
(Last) (First) (Middle)
17901 VON KARMAN, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2019
(Street)
IRVINE, CA92614
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
PPBI Common Stock 05/31/2019 F 10,530 ( 1 ) D $ 28.3 30,090 ( 2 ) D
PPBI Common Stock 06/03/2019 G( 3 ) V 9,470 D $ 0 20,620 D
PPBI Common Stock 06/03/2019 G( 3 ) V 9,470 A $ 0 19,438 I The Nicolas Living Trust ( 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
PPBI Restricted Stock Unit ( 5 ) ( 5 ) ( 6 ) PPBI Common Stock 468 468 D
PPBI Restricted Stock Unit ( 7 ) ( 7 ) ( 6 ) PPBI Common Stock 6,837 6,837 D
PPBI Restricted Stock Unit ( 8 ) ( 8 ) ( 6 ) PPBI Common Stock 14,657 14,657 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nicolas Ronald J. Jr.
17901 VON KARMAN
SUITE 1200
IRVINE, CA92614
SEVP & CFO
Signatures
Ronald J. Nicolas Jr. 06/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Awards.
( 2 )Includes 20,620 shares of restricted stock subject to a vesting schedule set forth in the restricted stock grant and subject to forfeiture upon the occurrence of certain events specified in the restricted stock grant.
( 3 )On June 3, 2019, the reporting person transferred 9,470 directly owned shares of PPBI common stock to The Nicolas Living Trust under agreement date 8/8/2006 (the "Trust"), Ronald J. Nicolas, Jr., Co-Trustee. The reporting person shares voting and dispositive control over shares held by the Trust
( 4 )These shares are held by the Trust. The reporting person shares voting and dispositive control over shares held by the Trust.
( 5 )Each Restricted Stock Unit represents the right to receive one share of common stock. The Restricted Stock Units will vest annually, if at all, commencing January 26, 2018 in three installments of 1/3 of the reported number of Restricted Stock Units.
( 6 )Not applicable.
( 7 )Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of such targeted amount. The Restricted Stock Units will vest, if at all, on February 28, 2021. Vesting will be tied entirely to performance, measured by a 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking.
( 8 )Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of such targeted amount. The Restricted Stock Units will vest, if at all, on February 28, 2022. Vesting will be tied entirely to performance, measured by a 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking.

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