Statement of Changes in Beneficial Ownership (4)
March 17 2023 - 7:56PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
WILCOX EDWARD EARL |
2. Issuer Name and Ticker or Trading Symbol
PACIFIC PREMIER BANCORP INC
[
PPBI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & COO |
(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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PPBI Common Stock | 3/15/2023 | | A | | 34123 (1) | A | $0 | 187905 (2) | D | |
PPBI Common Stock | 3/15/2023 | | F | | 6922 | D | $24.91 | 180983 (2) | D | |
PPBI Common Stock | | | | | | | | 25347 | I | By Trust (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
PPBI Restricted Stock Unit | (4) | 3/15/2023 | | A | | 34123 | | (4) | (5) | PPBI Common Stock | 34123.0 | $0 | 34123 | D | |
PPBI Restricted Stock Unit | (4) | | | | | | | (4) | (5) | PPBI Common Stock | 33174.0 | | 33174 | D | |
PPBI Restricted Stock Unit | (4) | | | | | | | (4) | (5) | PPBI Common Stock | 16419.0 | | 16419 | D | |
PPBI Restricted Stock Unit | (4) | | | | | | | (4) | (5) | PPBI Common Stock | 23017.0 | | 23017 | D | |
Options on PPBI Common Stock | $15.68 | | | | | | | (6) | 1/2/2024 | PPBI Common Stock | 18892.0 | | 18892 | D | |
Options on PPBI Common Stock | $15.16 | | | | | | | (7) | 1/28/2025 | PPBI Common Stock | 30499.0 | | 30499 | D | |
Explanation of Responses: |
(1) | Restricted Stock with an evenly distributed 3-year vesting schedule. |
(2) | Includes 65,999 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) | Shares held by The Wilcox Family Trust, Edward and Kristen Wilcox, Trustees, the beneficiaries of which are the reporting person's children. |
(4) | 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. |
(5) | Not applicable. |
(6) | The option vests in three equal annual installments beginning on 1/02/2015. |
(7) | The option vests in three equal annual installments beginning on 1/28/2016. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WILCOX EDWARD EARL 17901 VON KARMAN AVE., SUITE 1200 IRVINE, CA 92614 |
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| President & COO |
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Signatures
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/s/ Edward Earl Wilcox | | 3/17/2023 |
**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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