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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Seabold Jeffrey T
2. Issuer Name and Ticker or Trading Symbol

FIRST PACTRUST BANCORP INC [ FPTB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FIRST PACTRUST BANCORP INC., 610 BAY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/3/2011
(Street)

CHULA VISTA, CA 91910
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  31600   I   By CS Financial  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Warrant to purchase Class B Non-Voting Common Stock   $11   8/3/2011     J   (1)    435000         (1)   (1) Class B Non-Voting Common Stock   435000   $ 0   435000   D  
 
Stock Option (Right to Purchase)   $15.81                    6/27/2012   (2) 6/27/2011   Common Stock   3000     3000   D  
 
Stock Option (Right to Purchase)   $15.81                    6/27/2012   (3) 6/27/2021   Common Stock   5631     8631   D  
 
Stock Option (Right to Purchase)   $15.81                    6/27/2012   (4) 6/27/2021   Common Stock   8082     16713   D  
 

Explanation of Responses:
( 1)  Represents portion of warrant originally granted by the issuer to COR Advisors LLC transferred by COR Advisors LLC to the reporting person on August 3, 2011 as compensation for services provided by the reporting person to COR Advisors LLC. The portion of the warrant transferred to the reporting person consists of: 95,000 shares as to which the warrant became exercisable on January 1, 2011, (ii) 130,000 shares as to which the warrant became exercisable on April 1, 2011, (iii) 130,000 shares as to which the warrant became exercisable on July 1, 2011; and (iv) 80,000 shares as to which the warrant will become exercisable on October 1, 2011. The warrant is exercisable with respect to each vesting tranche for five years after the tranche's vesting date.
( 2)  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.
( 3)  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.
( 4)  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 $29,499.85. The option will vest 100% on June 27, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Seabold Jeffrey T
C/O FIRST PACTRUST BANCORP INC.
610 BAY BOULEVARD
CHULA VISTA, CA 91910
X



Signatures
/s/ /s/ James P. Sheehy, Attorney-in-Fact 8/5/2011
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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