Banc of California (BANC) SC 13DBANC OF CALIFORNIA / PATRIOT FINANCIAL PARTNERS III ownership change

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D 

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT 

TO RULE 13d-2(a)

(Amendment No. ____)

(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, (“Common Stock”) of Banc of California, Inc. (the “Issuer” or the “Company”), the holding company of Banc of California, N.A. (the “Bank”).

This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Patriot Financial Group.” The Joint Filing Agreement of the members of the Patriot Financial Group is filed as Exhibit 1 to this Schedule 13D.

(a)-(c) The following are members of the Patriot Financial Group:

Patriot Fund III is a private equity fund focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot III GP is to serve as the general partner of and to manage Patriot Fund III. The principal business of Patriot III LLC is to serve as the general partner of and to manage Patriot III GP.

The Fund II Funds are private equity funds focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot II GP is to serve as the general partner of and to manage Fund II Funds. The principal business of Patriot II LLC is to serve as the general partner of and to manage Patriot GP II.

The principal employment of Messrs. Wycoff, Lynch and Deutsch is investment management with Patriot Fund III, Patriot III GP,Patriot III LLC, the Fund II Funds, Patriot II GP and Patriot II LLC.

The business address of each member of the Patriot Financial Group is c/o Patriot Financial Partners III, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.

(d)       During the last five years, no member of the Patriot Financial Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)        During the last five years, no member of the Patriot Financial Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.

(f)       Each natural person who is a member of the Patriot Financial Group is a citizen of the United States.

The Fund II Funds used working capital to fund the purchase of shares of Common Stock of Banc of California.

Patriot Fund III used working capital to purchase shares of Pacific Mercantile Bancorp (“Pacific Mercantile”) , which was acquired by merger by Banc of California on October 18, 2021. Shareholders of Pacific Mercantile, including Patriot Fund III, received shares of Banc of California as consideration in the acquisition.

The Fund II Funds and Patriot Fund III acquired shares of Banc of California (the “Acquired Shares”) for investment purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Patriot Fund II acquired shares of Banc of California Common Stock in a private placement offering in November 2014.

Patriot Fund III acquired shares of Banc of California as a result of the acquisition by merger of Pacific Mercantile by Banc of California on October 18, 2021. Shareholders of Pacific Mercantile, including Patriot Fund III, received shares of Banc of California as consideration in the acquisition.

Messrs. Wycoff, Lynch, Deutsch and Lubert acquired shares of Banc of California in connection with a distribution in kind of shares of Banc of California by Patriot Financial Partners I, L.P., a Delaware limited partnership (“Patriot Fund I”) in December 2018.

Patriot Financial Manager received shares of Banc of California Common Stock in connection with Mr. Wycoff’s service on the Board of Directors of Banc of California.

Subject to the limitations imposed by applicable federal and state securities laws, Patriot Financial Group may dispose of the Acquired Shares from time to time, subject to market conditions and other investment considerations, and may cause the Acquired Shares to be distributed in kind to investors. To the extent permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group and/or investment considerations.

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference. 

(a) and (b)

(1)            Each of Patriot Fund III, Patriot III GP, Patriot III LLC, Patriot Fund II, Patriot Parallel Fund II, Patriot GP II, Patriot II LLC, Mr. Wycoff, Mr. Lynch, Mr. Deutsch and Mr. Lubert disclaims beneficial ownership of the Common Stock owned by the Patriot Financial Group, except to the extent of its or his pecuniary interest therein or with respect to shares owned directly by the individual.

(2)            This calculation is based on 62,180,037 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(c)  No members of the Patriot Financial Group had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except for shares of Common Stock acquired as consideration in Banc of California’s acquisition by merger of Pacific Mercantile. In connection with such merger, Patriot Fund III exchanged its shares held in Pacific Mercantile for 1,991,232 shares of Banc of California.

(d)  Other than the Patriot Financial Group, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5.

(e) N/A.

N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.