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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $ 24.24 | 12/01/2017 | X | 5,019 | (6) | 11/12/2019 | Class A Common Stock | 5,019 | $ 0 | 453,866 | D | ||||
Common Stock Warrants (right to buy) | $ 26.18 | 12/01/2017 | X | 210,826 | (6) | 11/12/2019 | Class A Common Stock | 210,826 | $ 0 | 243,040 | D | ||||
Common Stock Warrants (right to buy) | $ 28.28 | 12/01/2017 | X | 210,827 | (6) | 11/12/2019 | Class A Common Stock | 210,827 | $ 0 | 32,213 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TESE VINCENT C/O FCB FINANCIAL HOLDINGS, INC. 2500 WESTON ROAD, SUITE 300 WESTON, FL 33331 |
X | Executive Chairman |
/s/ Douglas Bates, as Attorney-in-Fact for Vincent Tese | 12/07/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | THIS AMENDMENT TO THE ORIGINAL FORM 4 IS BEING FILED SOLELY TO CLARIFY THAT ALL SHARES TO WHICH THE TRANSACTION CODE "S" IS APPLIED IN TABLE I CONSIST OF SHARES WITHHELD BY THE ISSUER (DEFINED BELOW) TO PAY THE EXERCISE PRICE UPON THE "CASHLESS EXERCISE" OF WARRANTS, WHICH CASHLESS EXERCISE MAY FOR PURPOSES OF FORM 4 BE DEEMED TO CONSTITUTE A "SALE" TO THE ISSUER OF THE WARRANT SHARES WITHHELD. THIS FORM DOES NOT REPORT ANY SALE BY THE REPORTING PERSON OF ANY SHARES ISSUED TO HIM UPON THE EXERCISE OF WARRANTS OR OTHERWISE. |
(2) | On December 1, 2017, the reporting person exercised warrants to purchase 5,019 shares of Class A Common Stock of the Issuer for $24.24 a share. The reporting person paid the exercise price on a cashless basis, resulting in the withholding by FCB Financial Holdings, Inc. (the "Issuer") of 2,302 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,717 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer paid $0 to the reporting person in lieu of a fractional share. |
(3) | On December 1, 2017, the reporting person exercised warrants to purchase 210,826 shares of Class A Common Stock of the Issuer for $26.18 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 104,437 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 106,389 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer also paid $70.82 to the reporting person in lieu of a fractional share. |
(4) | On December 1, 2017, the reporting person exercised warrants to purchase 210,827 shares of Class A Common Stock of the Issuer for $28.28 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 112,815 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 98,012 shares. Such "cashless exercise" of warrants may for purposes of Form 4 be deemed to constitute a "sale" to the Issuer of the shares withheld to pay the exercise price. The Issuer also paid $85.62 to the reporting person in lieu of a fractional share. |
(5) | This includes 1,995 shares of Class A Common Stock beneficially owned by the reporting person through Bond Street Management, LLC. |
(6) | Exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the initial public offering. The exercise price at the 6-month anniversary of the consummation of the initial public offering is $24.24, the exercise price at the 18-month anniversary of the consummation of the initial public offering is $26.18 and the exercise price at the 30-month anniversary of the consummation of the initial public offering is $28.28. |