8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 3

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2016

BBCN Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50245	95-4170121
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

3731 Wilshire Boulevard, Suite 1000, Los Angeles, CA	90010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (213) 639-1700.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This report on Form 8-K/A is filed by BBCN Bancorp (the “Company”) as an amendment (“Amendment No. 3”) to the Current Report on Form 8-K filed on January 27, 2016 and the Current Report on Form 8-K/A filed on February 2, 2016 by the Company (collectively, the “Original Report”). The purpose of this Amendment No. 3 is solely to file Exhibit 99.1, C.K. (Chuck) Hong’s letter dated January 24, 2016 regarding his resignation, and Exhibit 99.2, C.K. (Chuck) Hong’s letter dated January 29, 2016, to respond to comments received from the Securities and Exchange Commission (the “SEC”) on the confidential treatment requests filed by the Company with respect to Exhibits 99.1 and 99.2. Confidential treatment has been requested for certain portions of the exhibits. Omitted portions have been filed separately with the SEC. Except for the exhibits filed hereto, there are no other changes made to the Original Report.  This Amendment No. 3 speaks as of the original filing dates of the Original Report, does not reflect events that may have occurred after the filing the Original Report and does not modify or update in any way disclosures made in the Original Report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.         Description of Exhibit

99.1 C.K. (Chuck) Hong’s letter dated January 24, 2016 regarding his resignation.*

99.2 C.K. (Chuck) Hong’s letter dated January 29, 2016.*

*Confidential treatment has been requested for portions of these exhibits. These portions have been omitted and submitted separately to the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BBCN Bancorp, Inc.
Date: May 18, 2016	/s/ Kevin S. Kim
	Kevin S. Kim
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.         Description of Exhibit

99.1 C.K. (Chuck) Hong’s letter dated January 24, 2016 regarding his resignation.*

99.2 C.K. (Chuck) Hong’s letter dated January 29, 2016.*

*Confidential treatment has been requested for portions of these exhibits. These portions have been omitted and submitted separately to the Securities and Exchange Commission.

EX-99.1

Confidential treatment has been requested for certain omitted portions from this exhibit. Omissions are designated as ‘REDACTED’. A complete version of this exhibit has been filed with the Securities and Exchange Commission.

January 24, 2016

Mr. Kevin Kim

Chairman of the Board

BBCN Bancorp

Mr. Kim,

In connection with my resignation from the Board of Directors of BBCN Bancorp effective January 21, 2016, I wanted to provide you with a brief explanation of why I felt I had to resign.

In 2014 REDACTED BBCN recruited professional directors including myself with a goal of reforming the Board. In my 15 months here, I have observed fundamental governance issues and a dysfunctional board environment characterized by factionalism and a lack of transparency.

I have provided recommendations to address these specific problems as well as those aimed at general reform. The recommendations have been ignored. I have also voiced my strong disapproval of your actions, many imbued with self-interest and counter to advancing shareholder interest.

Most recently, a unique opportunity to maximize BBCN’s value - through open, competitive bidding by two interested parties in a merger transaction - was suppressed in favor of an opaque, exclusive engagement with one party. As I clearly stated to you and the other directors, this process was not consistent with best practices and, in my view, yielded a poor outcome for our shareholders.

For these reasons, I felt I could no longer remain on the Board and I submitted my resignation.

I appreciated the opportunity to serve BBCN and extend my best wishes to the Bank and its employees.

Sincerely,

C.K. Hong

CC: Independent Directors, BBCN

EX-99.2

Confidential treatment has been requested for certain omitted portions from this exhibit. Omissions are designated as ‘REDACTED’. A complete version of this exhibit has been filed with the Securities and Exchange Commission.

January 29, 2016

BBCN Bancorp, Inc.

3731 Wilshire Boulevard, Suite 1000

Los Angeles, CA 90010

Attn: Mr. Kevin S. Kim, Chairman

Dear Mr. Kim:

I am writing to express my strong disagreement with the Company's Report on Form 8-K that was filed on Wednesday to report my resignation from the Board. The Form 8-K stated that I resigned because I would not be recommended for re-election at the forthcoming Annual Meeting or for inclusion on the Board following the merger of Wilshire Bancorp into the Company. This was obviously done to create the false impression that I resigned for reasons other than the reasons set forth in my letter to you.

As you well know, REDACTED the Board was re-structured in 2014 REDACTED in recognition of the need for corporate governance reform. I was recruited to join the Board at that time because, as a director of a public company, it was thought that my experience and judgment would be of value to the Board and its shareholders. What I have found, however, is that, under your leadership, key principles of good corporate governance are often ignored. During my tenure on the Board, it became clear to me that I could not change this culture, so I resigned.

Your attempt to obscure these reasons in the Form 8-K and to falsely create an impression that I resigned for some other reason is symptomatic of the kind of conduct I found intolerable. Whether you or the Board agree with my statements does not change the reasons for my resignation. I also want to note that, contrary to the statement in the Form 8-K, the Company did not provide me with a copy of the filing, either before or after it was filed.

Sincerely,

/s/ C.K. Hong

C.K. Hong

CC: Independent Directors, BBCN