Jared M. Wolff - Feb 27, 2023 Form 4 Insider Report for BANC OF CALIFORNIA, INC. (BANC)

Role: PRESIDENT AND CEO, Director
Signature: /s/ Ido Dotan, Attorney-in-Fact for Jared M Wolff
Stock symbol: BANC
Transactions as of: Feb 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/1/2023, 03:13 PM
Previous filing: Feb 27, 2023
Next filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BANC	Common Stock	Award	$0	+23.2K	+10.17%	$0.00	252K	Feb 27, 2023	Direct	F1
holding	BANC	Common Stock						50.1K	Feb 27, 2023	By the Wolff Family Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BANC	Performance Stock Units						279K	Feb 27, 2023	Common Stock	279K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 2, 2020, the Reporting Person was granted performance stock units ("PSUs"). Vesting of the PSUs was conditioned on the achievement of certain performance goals and an employment condition. Effective February 27, 2023, the Joint Compensation, Nominating and Corporate Governance Committee of the Issuer's Board of Directors determined that the performance goals had been satisfied resulting in the reported PSUs being subject only to the employment condition. The reported PSUs will vest at the expiration of a three-year period beginning on March 2, 2020 subject to the Reporting Person's satisfaction of the employment condition.
F2	Represents grant of performance-based restricted stock units. Shares will be issued upon achievement of both (a) Issuer's common stock achieving a twenty-day Volume-Weighted Average Price of $35 per share within four years from the date of grant and (b) the Reporting Persons' continued service through the fourth anniversary of the grant.

Content

On March 2, 2020, the Reporting Person was granted performance stock units ("PSUs"). Vesting of the PSUs was conditioned on the achievement of certain performance goals and an employment condition. Effective February 27, 2023, the Joint Compensation, Nominating and Corporate Governance Committee of the Issuer's Board of Directors determined that the performance goals had been satisfied resulting in the reported PSUs being subject only to the employment condition. The reported PSUs will vest at the expiration of a three-year period beginning on March 2, 2020 subject to the Reporting Person's satisfaction of the employment condition.

Represents grant of performance-based restricted stock units. Shares will be issued upon achievement of both (a) Issuer's common stock achieving a twenty-day Volume-Weighted Average Price of $35 per share within four years from the date of grant and (b) the Reporting Persons' continued service through the fourth anniversary of the grant.