Sec Form 4 Filing - WYCOFF W KIRK @ BANC OF CALIFORNIA, INC. - 2018-08-21

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 WYCOFF W KIRK 2. Issuer Name and Ticker or Trading Symbol BANC OF CALIFORNIA, INC. [ BANC] 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) C/O BANC OF CALIFORNIA, INC., 3 MACARTHUR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2018 (Street) SANTA ANA, CA92707 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 08/21/2018 S 119,937 D $ 20.0809 ( 1 ) 830,163 I By Patriot Financial Partners, L.P. ( 2 ) Common Stock 08/21/2018 S 20,719 D $ 20.0809 ( 1 ) 143,692 I By Patriot Finanical Partners Parallel, L.P. ( 2 ) Common Stock 08/22/2018 S 14,144 D $ 20.0002 ( 3 ) 816,019 I By Patriot Financial Partners, L.P. ( 2 ) Common Stock 08/22/2018 S 2,444 D $ 20.0002 ( 3 ) 141,248 I By Patriot Finanical Partners Parallel, L.P. ( 2 ) Common Stock 08/23/2018 S 58,031 D $ 19.8143 ( 4 ) 757,988 I By Patriot Financial Partners, L.P. ( 2 ) Common Stock 08/23/2018 S 10,025 D $ 19.8143 ( 4 ) 131,223 I By Patriot Finanical Partners Parallel, L.P. ( 2 ) Common Stock 4,748 D Common Stock 1,204,097 I By Patriot Financial Partners II, L.P. ( 5 ) Common Stock 257,256 I By Patriot Financial Partners Parallel II, L.P. ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WYCOFF W KIRK C/O BANC OF CALIFORNIA, INC. 3 MACARTHUR PLACE SANTA ANA, CA92707 X Signatures /s/ John Bogler, Attorney-in-Fact 08/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions on August 21, 2018 at prices ranging from $20.00 to $20.225, 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 range set forth herein. ( 2 )The securities are beneficially held by Patriot Financial Partners, L.P. (the "Patriot Fund") and Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, the Reporting Person is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16. ( 3 )The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions on August 22, 2018 at prices ranging from $20.00 to $20.025, 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 range set forth herein. ( 4 )The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions on August 23, 2018 at prices ranging from $19.75 to $20.00, 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 range set forth herein. ( 5 )The securities are beneficially held by Patriot Financial Partners II, L.P. (the "Patriot Fund II") and Patriot Financial Partners Parallel II, L.P. (the "Patriot Parallel Fund II," together with the Patriot Fund II, the "Funds II"). Patriot Financial Partners GP II, L.P. ("Patriot II GP") is a general partner of each of the Funds II, and Patriot Financial Partners GP II, LLC ("Patriot II LLC") is a general partner of Patriot II GP. In addition, the Reporting Person is a general partner of the Funds II and Patriot II GP and a member of Patriot II LLC. Accordingly, securities owned by the Funds II may be regarded as being beneficially owned by Patriot II GP, Patriot II LLC and the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

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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