Sec Form 4 Filing - RYAN ASHTON J JR @ First NBC Bank Holding Co - 2017-03-24

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 RYAN ASHTON J JR 2. Issuer Name and Ticker or Trading Symbol First NBC Bank Holding Co [ FNBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT (Last) (First) (Middle) C/O FIRST NBC BANK HOLDING COMPANY, 210 BARONNE STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2017 (Street) NEW ORLEANS, LA70112 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 03/24/2017 J 2,880 ( 1 ) D $ 0 469,926 D COMMON STOCK 745 ( 2 ) I BY ISSUER ESOP

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 STOCK OPTIONS (RIGHT TO BUY) $ 32.55 03/24/2017 J 2,223 ( 3 ) ( 4 ) 03/26/2025 Common Stock 2,223 $ 0 1,111 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RYAN ASHTON J JR C/O FIRST NBC BANK HOLDING COMPANY 210 BARONNE STREET NEW ORLEANS, LA70112 X PRESIDENT Signatures /s/ William M. Roohi, as Attorney in Fact 04/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of unvested restricted stock, which were surrendered to the issuer without value on March 24, 2017, in accordance with the issuer's Clawback Policy. ( 2 )Reflects shares allocated to the account of the reporting person pursuant to the issuer's Employee Stock Ownership Plan. ( 3 )Represents unvested options to purchase shares of issuer common stock, which were surrendered to the issuer without value on March 24, 2017, in accordance with issuer's Clawback Policy. ( 4 )1,111 options were scheduled to vest on March 25, 2017, and 1,112 options were scheduled to vest on March 25, 2018.

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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