SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Karr Michael S

(Last)

(First)

(Middle)

17901 VON KARMAN

SUITE 1200

(Street)

IRVINE

92614

(City)

(State)

(Zip)

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 Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PPBI Common Stock	02/28/2019		A		8,375⁽¹⁾	A	$0	73,421	D
PPBI Common Stock	02/28/2019		F		549⁽²⁾	D	$29.85	72,872⁽³⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PPBI Restricted Stock Unit	⁽⁴⁾	02/28/2019		A		8,375		⁽⁴⁾	⁽⁵⁾	PPBI Common Stock	8,375	$0	8,375	D
Options on PPBI Common Stock	$6.3							⁽⁶⁾	01/05/2021	PPBI Common Stock	2,000		2,000	D
Options on PPBI Common Stock	$7.87							⁽⁷⁾	06/05/2022	PPBI Common Stock	25,000		25,000	D
Options on PPBI Common Stock	$10.44							⁽⁸⁾	01/02/2023	PPBI Common Stock	25,000		25,000	D
Options on PPBI Common Stock	$15.68							⁽⁹⁾	01/02/2024	PPBI Common Stock	20,000		20,000	D
Options on PPBI Common Stock	$15.16							⁽¹⁰⁾	01/28/2025	PPBI Common Stock	25,000		25,000	D
PPBI Restricted Stock Unit	⁽¹¹⁾							⁽¹¹⁾	⁽⁵⁾	PPBI Common Stock	364		364	D
PPBI Restricted Stock Unit	⁽¹²⁾							⁽¹²⁾	⁽⁵⁾	PPBI Common Stock	4,756		4,756	D

Explanation of Responses:

1. Restricted Stock with an evenly distributed 3 year vesting schedule.

2. Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Awards.

3. Includes 32,639 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.

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 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. 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.

5. Not applicable.

6. The options vests in three equal annual installments beginning on 1/5/2012.

7. The options vests in three equal annual installments beginning on 6/5/2013.

8. The options vests in three equal annual installments beginning on 1/2/2014.

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.

11. Each Restricted Stock Unit represents the right to receive one share of common stock. The Restricted Stock Units will vest annually, if at all, commencing January 26, 2018 in three installments of 1/3 of the reported number of Restricted Stock Units.

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 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 Index.

Remarks:

	Michael S. Karr	03/01/2019
	** 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).
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