Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 4
Under the Securities Exchange Act of 1934
BANC OF CALIFORNIA, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05990K106
(CUSIP Number)
Mr. John W. Palmer
PL Capital Advisors, LLC
750 Eleventh Street South
Suite 202
Naples, FL 34102
(239) 777-0187
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to-
|
Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street Suite 2800
Chicago, IL 60654-5313 (312) 832-4549
|
Peter D. Fetzer
Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
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November 16, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box ☐.
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
|
||
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3
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SEC USE ONLY
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|||
|
4
|
SOURCE OF FUNDS
WC
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
||
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8
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SHARED VOTING POWER
3,401,719
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|||
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9
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SOLE DISPOSITIVE POWER
0
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|||
|
10
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SHARED DISPOSITIVE POWER
3,401,719
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|||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,401,719
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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|||
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14
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TYPE OF REPORTING PERSON
IA
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|||
2
|
1
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NAME OF REPORTING PERSON
John W. Palmer
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
SOURCE OF FUNDS
WC
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,563
|
||
|
8
|
SHARED VOTING POWER
3,401,719
|
|||
|
9
|
SOLE DISPOSITIVE POWER
5,563
|
|||
|
10
|
SHARED DISPOSITIVE POWER
3,401,719
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,282
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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|||
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14
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TYPE OF REPORTING PERSON
IN
|
|||
3
|
1
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NAME OF REPORTING PERSON
Richard J. Lashley
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
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||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
WC
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
20,000
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||
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8
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SHARED VOTING POWER
3,431,823
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|||
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9
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SOLE DISPOSITIVE POWER
20,000
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|||
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10
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SHARED DISPOSITIVE POWER
3,431,823
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,823
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|||
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14
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TYPE OF REPORTING PERSON
IN
|
|||
4
|
1
|
NAME OF REPORTING PERSON
Beth Lashley
|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
||
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3
|
SEC USE ONLY
|
|||
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4
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SOURCE OF FUNDS
WC
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
||
|
8
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SHARED VOTING POWER
30,104
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|||
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9
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SOLE DISPOSITIVE POWER
0
|
|||
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10
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SHARED DISPOSITIVE POWER
30,104
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,104
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|||
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14
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TYPE OF REPORTING PERSON
IN
|
|||
5
Item 1. Security and
Issuer
This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of Banc of California, Inc. (the “Company”). The address
of the principal executive offices of the Company is 3 MacArthur Place, Santa Ana, CA 92707. This amended Schedule 13D is being filed due to a change in the number of shares of Common Stock outstanding and not due to a purchase or sale by the
reporting persons.
| Item 2. |
Identity and Background
|
| (a) |
This Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 (“PL Capital
Advisors”); (2) Richard J. Lashley, a managing member of PL Capital Advisors; (3) John W. Palmer, a managing member of PL Capital Advisors (collectively, the “PL Capital Reporting Persons”); and (4) Beth Lashley, spouse of
Richard J. Lashley. The joint filing agreement of the PL Capital Reporting Persons and Beth Lashley is attached as Exhibit 99.1.
|
| (b) |
The principal business address of the PL Capital Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102. Beth Lashley’s principal business address is c/o PL Capital Advisors, LLC, 750 Eleventh
Street South, Suite 202, Naples, FL 34102.
|
| (c) |
The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the “Clients”). The principal
occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the
Clients, which is deemed shared with the two Managing Members of PL Capital Advisors, and the Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. Beth Lashley was formerly a CPA and
is retired. Richard Lashley is a member of the board of directors of the Company and its primary subsidiary, Banc of California NA.
|
| (d)-(e) |
During the last five years, none of the PL Capital Reporting Persons or Beth Lashley (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violations with respect at such laws.
|
| (f) |
Richard Lashley, John Palmer and Beth Lashley are citizens of the United States.
|
6
Item 3. Source and
Amount of Funds or Other Consideration
In aggregate, the PL Capital Reporting Persons and Beth Lashley have voting and dispositive power over an aggregate of 3,457,386 shares of Common Stock of the
Company acquired at an aggregate cost of $42,578,845.
PL Capital Advisors does not own any Common Stock directly but is deemed to beneficially own Common Stock held by the Clients. PL Capital Advisors disclaims
beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.
Beth Lashley and Richard Lashley jointly own 30,104 shares of Common Stock acquired at a cost of $475,795. As of the date of this filing, they do not have any
margin loans or other loans outstanding secured by Common Stock. Richard Lashley owns 10,000 shares of Common Stock in his IRA acquired at a cost of $108,000, and 10,000 shares of Common Stock individually acquired at a cost of $126,089. He does not
have any margin or other loans outstanding secured by Common Stock.
John Palmer owns 5,000 shares of Common Stock in his IRA acquired at a cost of $87,250 and 563 shares of Common
Stock individually acquired at a cost of $9,236 He does not have any margin or other loans outstanding secured by Common Stock.
From time to time, the PL Capital Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”)
on such firm’s usual terms and conditions. All or part of the shares of Common Stock owned by the Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made
by such entities to the
Clients. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no Clients or the other
holders of Common Stock have margin or other loans outstanding secured by Common Stock.
Item 4. Purpose of
Transaction
This is the PL Capital Group’s fourth amendment to its initial Schedule 13D filing.
In the aggregate the PL Capital Reporting Persons and Beth Lashley own 5.8% of the Company’s Common Stock, based upon the Company’s outstanding shares as of November 4, 2022. The PL
Capital Reporting Persons and Beth Lashley acquired the Common Stock because they believe the Common Stock was undervalued at the time of purchase.
Due to an increase in the number of shares of Common Stock outstanding, the PL Capital Reporting Persons and Beth Lashley’s aggregate percentage ownership in the Company dropped by
more than 1% since the PL Capital Reporting Persons last amendment to its Schedule 13D. Therefore, the PL Capital Reporting Persons and Beth Lashley are filing this amended schedule 13D to report their change in percentage ownership.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act, and the regulations thereunder, the
PL Capital Reporting Persons and Beth Lashley have such a purpose. Except as noted in this Schedule 13D, the PL Capital Reporting Persons and Beth Lashley do not have any plans or proposals, which relate to, or would result in, any of the matters
referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The PL Capital Reporting Persons and Beth Lashley may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with
respect thereto.
7
Item 5. Interest in
Securities of the Company
The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 59,681,760, reported as the number
of outstanding shares as of November 4, 2022, in the Company’s Quarterly Report on Form 10-Q filed on November 7, 2022.
The 3,456,823 shares of Common Stock of the Company disclosed herein include: (1) 3,401,719 shares of Common Stock owned by the Clients, which represents 5.7% of
the outstanding Common Stock; (2) 10,000 shares of Common Stock owned by Mr. Lashley through his IRA and 10,000 shares owned by Mr. Lashley individually, collectively representing less than 0.1% of the outstanding Common Stock; (3) 5,000 shares of
Common Stock owned by Mr. Palmer through his IRA and 563 shares of Common Stock owned individually, collectively representing less than 0.1% of the outstanding Common Stock; and (4) 30,104 shares of Common
Stock jointly owned by Beth Lashley and Richard Lashley.
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share
the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.
Because Richard Lashley and Beth Lashley jointly own 30,104 shares of Common Stock, they are deemed to share the voting and dispositive power over those shares.
PL Capital Advisors made no transactions in the Common Stock on behalf of the Clients within the past 60 days. John Palmer, Richard Lashley and Beth Lashley did
not have any transactions in the Common Stock within the past 60 days.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With
respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund, Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an
allocation of a portion of profits, if any.
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 99.1 to this amended Schedule 13D, there are no
contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
8
| Item 7. |
Material to be Filed as Exhibits
|
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Exhibit No.
|
Description
|
|
99.1
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Joint Filing Agreement – Filed Herewith
|
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99.2
|
Letter of Richard Lashley to Banc of California, Inc., dated October 21, 2016*
|
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99.3
|
Letter of Richard Lashley to Banc of California, Inc., dated October 17, 2016*
|
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99.4
|
Letter of Richard Lashley to Banc of California, Inc., dated November 14, 2016*
|
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99.5
|
Cooperation Agreement between the PL Capital Group and the Banc of California, Inc., dated February 8, 2016*
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*Filed previously
9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: November 18, 2022
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer /s/ Richard J. Lashley
John W. Palmer Richard J. Lashley
Managing Member Managing Member
By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley
By: /s/ Beth Lashley
Beth Lashley
10
11