Sec Form 4 Filing - DYCK ROBERT G @ BANC OF CALIFORNIA, INC. - 2021-03-09

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
DYCK ROBERT G
2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [ BANC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF CREDIT OFFICER
(Last) (First) (Middle)
C/O BANC OF CALIFORNIA, INC., 3 MACARTHUR PLACE
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(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 03/09/2021 A( 1 ) 821 A $ 0 10,196 D
Common Stock 03/09/2021 A( 2 ) 4,479 A $ 0 14,675 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
Reporting Ow ners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DYCK ROBERT G
C/O BANC OF CALIFORNIA, INC.
3 MACARTHUR PLACE
SANTA ANA, CA92707
CHIEF CREDIT OFFICER
Signatures
/s/ Ido Dotan, Attorney-in-Fact 03/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 10, 2019, the Reporting Person was granted performance stock units ("PSUs"). Vesting of the PSUs was conditioned on the achievement of certain performance goals and an employment condition. On March 9, 2021, the Joint Compensation, Nominating and Corporate Governance Committee of the Issuer's Board of Directors determined that the performance goals had been satisfied resulting in the reported PSUs being subject only to the employment condition. The reported PSUs will vest at the expiration of a three-year period beginning on September 10, 2019 subject to the Reporting Person's satisfaction of the employment condition.
( 2 )Represents grant of restricted stock units. Shares will be issued upon vesting and will vest annually, in substantially equal installments, over a three-year period beginning on March 9, 2022.

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).
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