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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 | ||||||||
Warrant to Purchase Class B Non-Voting Common Stock (1) | $ 11 | 08/03/2011 | J(2) | 1,395,000 | (1) | (1) | Class B Non-Voting Common Stock | 1,395,000 | $ 0 | 0 | I | COR Advisors LLC | |||
Warrant to Purchase Class B Non-Voting Common Stock (1) | $ 11 | 08/03/2011 | J(3) | 960,000 (4) | (4) | (1) | Class B Non-Voting Common Stock | 960,000 | $ 0 | 960,000 | I | COR Capital Holding LLC | |||
Stock Option | $ 15.81 | 06/27/2012(5) | 06/27/2021 | Common Stock | 3,000 | 3,000 | D | ||||||||
Stock Option (Right to Purchase) | $ 15.81 | 06/27/2012(6) | 06/27/2021 | Common Stock | 5,631 | 8,631 | D | ||||||||
Stock Option (Right to Purchase) | $ 15.81 | 06/27/2012(7) | 06/27/2021 | Common Stock | 7,534 | 16,165 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sugarman Steven C/O FIRST PACTRUST BANCORP INC. 610 BAY BOULEVARD CHULA VISTA, CA 91910 |
/s/ /s/ James P. Sheehy, Attorney-in-Fact | 08/05/2011 | |
**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) | Represents warrant originally granted by the issuer to COR Advisors LLC, of which Mr. Sugarman is the managing member, in exchange for consulting services provided by COR Advisors LLC to the Issuer. The warrant becomes exercisable as follows: 95,000 shares of the issuer's Class B Non-Voting Common Stock on January 1, 2011 and an additional 130,000 shares of the first day of each of the next ten calendar quarterly periods beginning with April 1, 2011, subject to earlier vesting upon a change in control of the issuer or in the discretion of the issuer's board of directors. The warrant is exercisable with respect to each vesting tranche for five years after the tranche's vesting date. |
(2) | On August 3, 2011, COR Advisors LLC transferred the warrant (i) with respect to 960,000 shares to COR Capital Holdings LLC, of which Mr. Sugarman is the managing member, in connection with a reorganization and (ii) with respect to 435,000 shares to Jeffrey T. Seabold as compensation for services provided by Mr. Seabold to COR Advisors LLC. |
(3) | On August 3, 2011, COR Advisors LLC transferred the warrant with respect to 960,000 shares to COR Capital Holdings LLC, of which Mr. Sugarman is the managing member, in connection with a reorganization. |
(4) | The portion of the warrant transferred to COR Capital Holdings LLC consists of: (i) 50,000 of the 130,000 shares as to which the warrant will become exercisable on October 1, 2011 and (ii) the 910,000 shares in the aggregate as to which the warrant will become exercisable in seven equal increments, on the first day of each of the next seven calendar quarterly periods, commencing January 1, 2012. |
(5) | Represents stock option granted as annual compensation grant to the reporting person for service as a director pursuant to the issuer's 2011 Omnibus Incentive Plan. The option will vest 100% on June 27, 2012. |
(6) | Represents stock option granted to the reporting person pursuant to the issuer's 2011 Omnibus Incentive Plan in lieu of annual compensation grant of restricted stock to the reporting person for service as a director pursuant to the issuer's 2011 Omnibus Incentive Plan. The option will vest 100% on June 27, 2012. |
(7) | Represents stock option granted to the reporting person pursuant to the issuer's 2011 Omnibus Incentive Plan in lieu of retainer and meeting fees for service as a director of $27,499.85. The option will vest 100% on June 27, 2012. |