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Section 1: 4 (FORM 4)

Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nicolas Ronald J. Jr.
  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 & CFO
(Last)
(First)
(Middle)
17901 VON KARMAN, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2021
(Street)

IRVINE, CA 92614
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/28/2021   M   6,242(1) A (2) 51,467 D  
PPBI Common Stock 02/28/2021   M   491 A (3) 51,958 D  
PPBI Common Stock 02/28/2021   F   7,368(4) D $40.3 44,590(5) D  
PPBI Common Stock 03/02/2021   G(6) V 6,530 D $ 0 38,060(5) D  
PPBI Common Stock 03/02/2021   G(6) V 6,530 A $ 0 32,555 I The Nicolas Living Trust(7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 (8) 02/28/2021   M     6,837(1)   (8)   (9) PPBI Common Stock 6,837 $ 0 0 D  
Dividend Equivalent Rights (3) 02/28/2021   M     491   (10)   (9) PPBI Common Stock 491 (3) 0 D  
PPBI Restricted Stock Unit (11)               (11)   (9) PPBI Common Stock 14,657   14,657 D  
PPBI Restricted Stock Unit (12)               (12)   (9) PPBI Common Stock 33,174   33,174 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nicolas Ronald J. Jr.
17901 VON KARMAN
SUITE 1200
IRVINE, CA 92614
      SEVP & CFO  

Signatures

 /s/ Ronald J. Nicolas Jr.   03/02/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Restricted Stock Units had a service-based vesting component as well as performance vesting requirement. While the reporting person has satisfied the service-based vesting requirement, the actual amount of Restricted Stock Units which vested on February 28, 2021 was 91.3% of the target amount based upon the results of the 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking. As such, the reporting person received 595 less shares than initially reported on Form 4 in February 2018.
(2) Restricted Stock Units convert into common stock on a one-for-one basis.
(3) Each dividend equivalent right is the economic equivalent of one share of common stock.
(4) Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Units, Restricted Stock Awards and dividend equivalent rights.
(5) Includes 38,060 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.
(6) On March 2, 2021, the reporting person transferred 6,530 directly owned shares of PPBI common stock to The Nicolas Living Trust under agreement date 8/8/2006 (the "Trust"), Ronald J. Nicolas, Jr., Co-Trustee. The reporting person shares voting and dispositive control over shares held by the Trust.
(7) These shares are held by the Trust. The reporting person shares voting and dispositive control over shares held by the Trust.
(8) 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 upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of such targeted amount. The Restricted Stock Units will vest, if at all, on February 28, 2021. Vesting will be tied entirely to performance, measured by a 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking.
(9) Not applicable.
(10) Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units.
(11) 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 upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of such targeted amount. The Restricted Stock Units will vest, if at all, on February 28, 2022. 50% vesting will be tied entirely to performance, measured by a 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.
(12) 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 upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of such targeted amount. The Restricted Stock Units will vest, if at all, on March 31, 2023. 50% vesting will be tied entirely to performance, measured by a 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.

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