Sec Form 4 Filing - RICE TOM @ PACIFIC PREMIER BANCORP INC - 2020-01-26

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 RICE TOM 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/ Chief Innovation Officer (Last) (First) (Middle) 17901 VON KARMAN, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2020 (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 01/26/2020 M 364 A 17,234 D PPBI Common Stock 01/26/2020 M 8 A 17,242 D PPBI Common Stock 01/26/2020 F 817 ( 3 ) D $ 31.34 16,425 ( 4 ) D PPBI Common Stock 01/28/2020 G( 5 ) V 648 D $ 0 15,777 D PPBI Common Stock 01/28/2020 G( 5 ) V 648 A $ 0 41,094 I By The Rice Family Trust

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 ( 6 ) 01/26/2020 M 364 ( 7 ) ( 6 ) ( 8 ) PPBI Common Stock 364 $ 0 8 D Dividend Equivalent Rights ( 2 ) 01/26/2020 M 8 ( 9 ) ( 8 ) PPBI Common Stock 8 ( 2 ) 0 D PPBI Restricted Stock Unit ( 10 ) ( 10 ) ( 8 ) PPBI Common Stock 5,945 5,945 D PPBI Restricted Stock Unit ( 11 ) ( 11 ) ( 8 ) PPBI Common Stock 9,213 9,213 D Options on PPBI Common Stock $ 15.68 ( 12 ) 01/02/2024 PPBI Common Stock 16,171 16,171 D Options on PPBI Common Stock $ 15.16 ( 13 ) 01/28/2025 PPBI Common Stock 2,964 2,964 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICE TOM 17901 VON KARMAN SUITE 1200 IRVINE, CA92614 SEVP/ Chief Innovation Officer Signatures /s/ Tom Rice 01/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units convert into common stock on a one-for-one basis. ( 2 )Each dividend equivalent right is the economic equivalent of one share of common stock. ( 3 )Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Units, Restricted Stock Awards and dividend equivalent rights. ( 4 )Includes 13,177 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. ( 5 )On January 28, 2020, the reporting person transferred 648 directly owned shares of PPBI common stock to the Rice Family Trust, dated March 28, 2018 (the "Trust"), Tom Rice, Co-Trustee. The reporting person shares voting and disposition control over shares held by the Trust. ( 6 )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. ( 7 )Represents Restricted Stock Units that vested upon predetermined performance goals. ( 8 )Not applicable. ( 9 )Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units. ( 10 )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. ( 11 )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. 50% 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 Index ("KRX"). 25% vesting will be based on the Company's average ROAA percentile performance as compared to KRX companies over the Performance Period. 25% vesti ng will be based on the Company's average ROATCE percentile performance as compared to the KRX companies over the Performance Period. ( 12 )The options vests in three equal annual installments beginning on 1/2/2015. ( 13 )The options vests in three equal annual installments beginning on 1/28/2016.

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