Sec Form 4 Filing - WOLFF JARED M @ BANC OF CALIFORNIA, INC. - 2023-05-01

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 WOLFF JARED M 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 X __ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) C/O BANC OF CALIFORNIA, INC., 3 MACARTHUR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (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 05/01/2023 05/01/2023 P 6,769 A $ 11.0974 ( 1 ) 217,204 ( 2 ) ( 3 ) I By the Wolff Family Trust Common Stock 56,048 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 Performance Stock Un its ( 4 ) ( 4 ) 06/06/2026( 4 ) Common Stock 279,207 279,207 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOLFF JARED M C/O BANC OF CALIFORNIA, INC. 3 MACARTHUR PLACE SANTA ANA, CA92707 X PRESIDENT AND CEO Signatures /s/ Ido Dotan, Attorney-in-Fact for Jared M Wolff 05/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.08 to $11.10 per share, inclusive, the Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. ( 2 )Amount reported includes 160,320 shares transferred into Wolff Family Trust previously reported as directly held ( 3 )Amount includes 3,226 shares of the Issuer's common stock acquired pursuant to the Issuer's dividend revinvestment plan. ( 4 )Represents grant of performance-based restricted stock units. Shares will be issued upon achievement of both (a) Issuer's common stock achieving a twenty-day Volume-Weighted Average Price of $35 per share within four years from the date of grant and (b) the Reporting Persons' continued service through the fourth anniversary of the grant.

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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