Sec Form 4 Filing - Myers Christopher D @ CVB FINANCIAL CORP - 2018-09-12

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 Myers Christopher D 2. Issuer Name and Ticker or Trading Symbol CVB FINANCIAL CORP [ CVBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 701 N. HAVEN AVE., SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2018 (Street) ONTARIO, CA91764 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

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 Employee Stock Option (Right to Buy) ( 1 ) $ 23.75 09/12/2018( 2 ) A 100,000 09/12/2018( 3 ) 09/12/2028 Common Stock 100,000 $ 23.75 100,000 D Restricted Stock Units ( 4 ) $ 0 09/12/2018( 2 ) A 105,000 09/12/2018( 5 ) ( 6 ) Common Stock 105,000 $ 0 105,000 D Performance-based Restricted Stock Units ( 7 ) $ 0 09/12/2018( 2 ) A 105,000 ( 8 ) ( 6 ) ( 6 ) Common Stock 105,000 ( 8 ) $ 0 105,000 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Myers Christopher D 701 N. HAVEN AVE., SUITE 350 ONTARIO, CA91764 X President & CEO Signatures /s/ Christopher D Myers 09/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Employee stock options (right-to-buy) ("Options") granted pursuant to Issuer's 2018 Equity Incentive Plan (the "Plan"), and the related award agreement entered into pursuant thereto, in accordance with the terms of Reporting Person's employment agreement dated September 12, 2018 (the "Employment Agreement"). ( 2 )Effective date of grant is September 12, 2018. ( 3 )Options vest over three years in equal installments on each of the first three anniversaries of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date. Only vested options are exercisable. ( 4 )Restricted Stock Units ("RSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement. ( 5 )RSUs vest over three years on the anniversary of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date, as follows: 15,000 RSUs vest on the first anniversary and 45,000 shares vest on each of the second and third anniversaries. ( 6 )Not applicable. ( 7 )Performance-based restricted stock units ("PRSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement. ( 8 )This is a target only. Number of PRSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's commons stock), as defined in the Employment Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance targets are achieved as of the end of certain performance periods ending June 30, 2019, June 30, 2020 and June 30, 2021. The actual number of shares ultimately deliverable ranges from 0 to 131,250 shares (subject to any subsequent stock split and the like). PRSUs earned, if any, will vest in installments on specific dates over three years subject to certain conditions.

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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