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 *

Sugarman Steven
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                  33806   I   By COR Capital LLC  
Common Stock                  417827   I   By Sugarman Enterprises, Inc.  

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   (1) $11   8/3/2011     J   (2)       1395000      (1)   (1) Class B Non-Voting Common Stock   1395000   $ 0   0   I   COR Advisors LLC  
Warrant to Purchase Class B Non-Voting Common Stock   (1) $11   8/3/2011     J   (3)    960000   (4)        (4)   (1) Class B Non-Voting Common Stock   960000   $ 0   960000   I   COR Capital Holding LLC  
Stock Option   $15.81                    6/27/2012   (5) 6/27/2021   Common Stock   3000     3000   D  
 
Stock Option (Right to Purchase)   $15.81                    6/27/2012   (6) 6/27/2021   Common Stock   5631     8631   D  
 
Stock Option (Right to Purchase)   $15.81                    6/27/2012   (7) 6/27/2021   Common Stock   7534     16165   D  
 

Explanation of Responses:
( 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.

Reporting Owners
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
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.
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