Sec Form 4 Filing - Karr Michael S @ PACIFIC PREMIER BANCORP INC - 2020-02-28

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
Karr Michael S
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 Risk Officer
(Last) (First) (Middle)
17901 VON KARMAN, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(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 02/28/2020 F 1,556 ( 1 ) D $ 25.83 59,293 ( 2 ) D
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
Options on PPBI Common Stock $ 6.3 ( 3 ) 01/05/2021 PPBI Common Stock 2,000 2,000 D
Options on PPBI Common Stock $ 7.87 ( 4 ) 06/05/2022 PPBI Common Stock 25,000 25,000 D
Options on PPBI Common Stock $ 10.44 ( 5 ) 01/02/2023 PPBI Common Stock 25,000 25,000 D
Options on PPBI Common Stock $ 15.68 ( 6 ) 01/02/2024 PPBI Common Stock 20,000 20,000 D
Options on PPBI Common Stock $ 15.16 ( 7 ) 01/28/2025 PPBI Common Stock 25,000 25,000 D
PPBI Restricted Stock Unit ( 8 ) ( 8 ) ( 9 ) PPBI Common Stock 4,756 4,756 D
PPBI Restricted Stock Unit ( 10 ) ( 10 ) ( 9 ) PPBI Common Stock 8,375 8,375 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karr Michael S
17901 VON KARMAN
SUITE 1200
IRVINE, CA92614
SEVP & Chief Risk Officer
Signatures
/s/ Michael S. Karr 03/03/2020
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 7,170 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 )The options vests in three equal annual installments beginning on 1/5/2012.
( 4 )The options vests in three equal annual installments beginning on 6/5/2013.
( 5 )The options vests in three equal annual installments beginning on 1/2/2014.
( 6 )The options vests in three equal annual installments beginning on 1/2/2015.
( 7 )The options vests in three equal annual installments beginning on 1/28/2016.
( 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, 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 Index.
( 9 )Not applicable.
( 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, 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% vesting will be based on the Company's average ROATCE percentile performance as compared to the KRX companies over the Performance Period.

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