Sec Form 4 Filing - Lieberman Les J @ FCB FINANCIAL HOLDINGS, INC. - 2019-01-01

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 Lieberman Les J 2. Issuer Name and Ticker or Trading Symbol FCB FINANCIAL HOLDINGS, INC. [ FCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice Chairman (Last) (First) (Middle) C/O FCB FINANCIAL HOLDINGS, INC., 2500 WESTON ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2019 (Street) WESTON, FL33331 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 Class A Common Stock, par value $.001 per share 01/01/2019 D 379,059 ( 1 ) D 0 D Class A Common Stock, par value $.001 per share 01/01/2019 D 38,070 D 0 I By The Descendant's Trust f/b/o Grace Dora Lieberman Class A Common Stock, par value $.001 per share 01/01/2019 D 38,070 D 0 I By The Descendant's Trust f/b/o Samuel Aaron Lieberman Class A Common Stock, par value $.001 per share 01/01/2019 D 38,070 D 0 I By The Descendant's Trust f/b/o Cara Tillie Lieberman Class A Common Stock, par value $.001 per share 01/01/2019 D 25,000 D 0 I By grantor retained annuity trust Class A Common Stock, par value $.001 per share 01/01/2019 D 89,002 D 0 I By descendants' trusts Class A Common Stock, par value $.001 per share 01/01/2019 D 1,995 D 0 I By Bond Street Management, LLC

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 Option to Purchase $ 19.75 01/01/2019 D 196,667 ( 7 ) 12/23/2023 Class A Common Stock 196,667 ( 7 ) 0 D Common Stock Warrants (right to buy) $ 28.28 01/01/2019 D 126,373 ( 8 ) 11/12/2019 Class A Common Stock 126,373 ( 8 ) 0 D Common Stock Warrants (right to buy) ( 9 ) 01/01/2019 D 77,434 ( 9 ) 11/12/2019 Class A Common Stock 77,434 ( 9 ) 0 I By The Descendant's Trust f/b/o Grace Dora Lieberman Common Stock Warrants (right to buy) ( 9 ) 01/01/2019 D 77,434 ( 9 ) 11/12/2019 Class A Common Stock 77,434 ( 9 ) 0 I By The Descendant's Trust f/b/o Samuel Aaron Lieberman Common Stock Warrants (right to buy) ( 9 ) 01/01/2019 D 77,434 ( 9 ) 11/12/2019 Class A Common Stock 77,434 ( 9 ) 0 I By The Descendant's Trust f/b/o Cara Tillie Lieberman

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lieberman Les J C/O FCB FINANCIAL HOLDINGS, INC. 2500 WESTON ROAD, SUITE 300 WESTON, FL33331 X Executive Vice Chairman Signatures /s/ Douglas Bates, as Attorney-in-Fact for Les Lieberman 01/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 86 shares of common stock of the Issuer that were inadvertently omitted from the total previously reported as beneficially owned by the reporting person due to a clerical error. ( 2 )Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer and Synovus Financial Corp. ("Synovus") in exchange for 399,816 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. ( 3 )Disposed of pursuant to the Merger Agreement in exchange for 36,085 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. The reporting person disclaims beneficial ownership of the securities held by these trusts. ( 4 )Disposed of pursuant to the Merger Agreement in exchange for 26,375 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This includes shares contributed by the reporting person to a grantor retained annuity trust for the benefit of himself and his three children. As the reporting person is not the trustee of the grantor retained annuity trust, the reporting person disclaims beneficial ownership of the securities held by such grantor retained annuity trust. ( 5 )Disposed of pursuant to the Merger Agreement in exchange for 93,897 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. This includes shares distributed from a grantor retained annuity trust for the benefit of the reporting person and his three children to three descendants' trusts for the respective benefit of such children. The reporting person disclaims beneficial ownership of the securities held by such descendants' trusts ( 6 )Disposed of pursuant to the Merger Agreement in exchange for 2,104 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger. ( 7 )This option, which provided for vesting immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 207,483 shares of Synovus common stock for $18.72 per share. ( 8 )These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 133,323 shares of Synovus common stock for $26.81 per share. ( 9 )These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 81,692 shares of Synovus common stock for $22.98 per share, $24.82 per share and $26.81 per share for the portion of the warrants that became exercisable on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, respectively. The reporting person disclaims beneficial ownership of the warrants held by these trusts.

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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