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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Karr Michael S
2. Issuer Name and Ticker or Trading Symbol

PACIFIC PREMIER BANCORP INC [ PPBI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SEVP & Chief Risk Officer
(Last)          (First)          (Middle)

17901 VON KARMAN AVE., SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2023
(Street)

IRVINE, CA 92614
(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
PPBI Common Stock 3/15/2023  A  14051 (1)A$0 58672 (2)(3)D  
PPBI Common Stock 3/15/2023  F  2673 (4)D$24.91 55999 (2)(3)D  
PPBI Common Stock 3/16/2023  G(5)  V 24714 D$0 31285 (2)(3)D  
PPBI Common Stock 3/15/2023  G(5)  V 24714 A$0 72053 (3)I The Karr Family Revocable Trust dated February 15, 2005 (6)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
PPBI Restricted Stock Unit  (7)3/15/2023  A   14051     (7) (8)PPBI Common Stock 14051.0 $0 14051 D  
PPBI Restricted Stock Unit  (7)           (7) (8)PPBI Common Stock 5746.0  5746 D  
PPBI Restricted Stock Unit  (7)           (7) (8)PPBI Common Stock 9477.0  9477 D  
Options on PPBI Common Stock $15.68            (9)1/2/2024 PPBI Common Stock 15002.0  15002 D  
Options on PPBI Common Stock $15.16            (10)1/28/2025 PPBI Common Stock 19925.0  19925 D  

Explanation of Responses:
(1) Restricted Stock with an evenly distributed 3-year vesting schedule.
(2) Includes 31,285 shares of restricted stock subject to a vesting schedule set forth in the restricted stock grant and subject to forfeiture upon the occurrence of certain events specified in the restricted stock grant.
(3) Reflects an adjustment to the total number of shares previously reported by the reporting person after a reconciliation of such person's ownership records. The reporting person previously inadvertently overreported aggregate beneficial ownership in column 5 of Table I by 10 shares. Additionally, shares held by The Karr Family Revocable Trust dated February 15, 2005 were previously inadvertently reported as directly beneficially owned by the reporting person and are now reported as indirectly beneficially owned.
(4) Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Awards.
(5) On March 16, 2023, the reporting person transferred 24,714 directly owned shares of PPBI common stock to The Karr Family Revocable Trust dated February 15, 2005. The reporting person shares voting and disposition control over shares held by the Trust.
(6) Shares held by The Karr Family Revocable Trust dated February 15, 2005.
(7) Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest, if at all, following the third anniversary of the date of grant upon confirmation of achievement of certain predetermined performance goals over a 3-year performance period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of the targeted amount. 50% vesting will be based on the Company's 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking Index ("KRX"). 25% vesting will be based on the Company's average ROAA percentile performance as compared to KRX companies over the performance period. 25% vesting will be based on the Company's average ROATCE percentile performance as compared to the KRX companies over the performance period.
(8) Not applicable.
(9) The options vests in three equal annual installments beginning on 1/2/2015.
(10) The options vests in three equal annual installments beginning on 1/28/2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Karr Michael S
17901 VON KARMAN AVE., SUITE 1200
IRVINE, CA 92614


SEVP & Chief Risk Officer

Signatures
/s/ Michael S. Karr3/17/2023
**Signature of Reporting PersonDate


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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