SC 13D/A

CUSIP No. 05990K106 Page 1 of 19 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 3

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. Richard J. Lashley

PL Capital, LLC

67 Park Place East

Suite 675

Morristown, NJ  07960

(973) 539-5400

(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 & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596

November 2, 2015

(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 £.

CUSIP No. 05990K106 Page 2 of 19 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,733,243
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,733,243
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,243
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 05990K106 Page 3 of 19 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,909
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,909
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,909
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 05990K106 Page 4 of 19 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 444,134
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 444,134
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,134
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 05990K106 Page 5 of 19 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 204,200
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 204,200
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,200
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 05990K106 Page 6 of 19 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 483,676
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 483,676
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,676
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 05990K106 Page 7 of 19 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 483,676
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 483,676
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,676
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 05990K106 Page 8 of 19 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,216,919
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,216,919
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,216,919
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 05990K106 Page 9 of 19 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 500
		8	SHARED VOTING POWER 2,216,919
		9	SOLE DISPOSITIVE POWER 500
		10	SHARED DISPOSITIVE POWER 2,216,919
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,217,419
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 05990K106 Page 10 of 19 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      T (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10,000
		8	SHARED VOTING POWER 2,216,919
		9	SOLE DISPOSITIVE POWER 10,000
		10	SHARED DISPOSITIVE POWER 2,216,919
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,226,919
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 05990K106 Page 11 of 19 Pages

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 18500 Von Karman Avenue, Suite 1100, Irvine, CA 92612.

Item 2.                    Identity and Background

(a)-(c)           This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively referred to herein as the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to the initial Schedule 13D, as filed with the Securities and Exchange Commission on June 9, 2014.

● Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

● Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

● PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

●  PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

● PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

● Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

● Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;

● John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual; and

● Richard J. Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual.

CUSIP No. 05990K106 Page 12 of 19 Pages

This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund; and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

(2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP;

(3) shares of Common Stock held by Mr. Palmer as an individual; and

(4) shares of Common Stock held by Mr. Lashley as an individual in his Roth IRA account.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 328, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

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

(e)           During the past five years, no member of the PL Capital 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)           All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3.                    Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 2,227,419 shares of Common Stock of the Company acquired at an aggregate cost of $23,675,638.

CUSIP No. 05990K106 Page 13 of 19 Pages

From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group 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 members of the PL Capital Group.  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 members of the PL Capital Group have margin loans outstanding secured by Common Stock.

The amount of funds expended by Financial Edge Fund to acquire the 1,084,909 shares of Common Stock it holds in its name is $11,455,823.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Financial Edge Strategic to acquire the 444,134 shares of Common Stock it holds in its name is $4,710,053.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 204,200 shares of Common Stock it holds in its name is $2,143,364.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 483,676 shares of Common Stock it holds in its name is $5,253,993.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Mr. Palmer to acquire the 500 shares of Common Stock he holds in his name is $5,405.  Such funds were provided from Mr. Palmer’s available personal funds.

The amount of funds expended by Mr. Lashley to acquire 10,000 shares of Common Stock he holds in his name is $107,000.  Such funds were provided from available funds in Mr. Lashley’s ROTH IRA.

Item 4.                    Purpose of Transaction

This is the PL Capital Group’s third amendment to its initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 5.9% of the Company’s Common Stock, based upon the Company’s outstanding shares as of July 31, 2015.  The PL Capital Group acquired the Common Stock because it believes the Common Stock is undervalued.  The PL Capital Group also has significant concerns and questions about the Company’s corporate governance, operating performance, financial projections and compensation plans.  PL Capital Group’s intent is to challenge the management and board of the Company to address these concerns and questions.  If needed, the PL Capital Group will assert its stockholder rights.

CUSIP No. 05990K106 Page 14 of 19 Pages

Richard Lashley, a principal of the PL Capital Group, sent a letter dated November 2, 2015 to the Board of Directors of the Company. A copy of the letter is attached as Exhibit 5 to this amended Schedule 13D.

Richard Lashley, a principal of the PL Capital Group, sent a letter dated August 18, 2014 to the Board of Directors of the Company. A copy of the letter is attached as Exhibit 4 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on August 19, 2014.

Richard Lashley, a principal of the PL Capital Group, sent a letter dated June 27, 2014 to Mr. Steven Sugarman, President & CEO of the Company, and Mr. Chad Brownstein, Lead Director of the Company’s Board of Directors. A copy of the letter is attached as Exhibit 3 to the amended Schedule 13D, as filed with the Securities and Exchange Commission on July 1, 2014.

Richard Lashley, a principal of the PL Capital Group, sent a letter dated June 6, 2014 to Mr. Steven Sugarman, President & CEO of the Company, with a copy to Mr. Chad Brownstein, Lead Director of the Company’s Board of Directors. A copy of the letter is attached as Exhibit 2 to the initial Schedule 13D, as filed with the Securities and Exchange Commission on June 9, 2014.

Unless otherwise noted in this Schedule 13D, no member of the PL Capital Group has 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.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

Item 5.                    Interest in Securities of the Company

The percentages used in this Schedule 13D are calculated based upon 37,466,750 outstanding shares of Common Stock as of July 31, 2015.  This amount is based upon the number of outstanding shares reported as of July 31, 2015, in the Company’s Quarterly Report on Form 10-Q filed on August 7, 2015. The amount of shares outstanding does not include any common shares that may be issued in the future in settlement of the Company’s Tangible Equity Units (TEUs) which were issued by the Company in May 2014.

The PL Capital Group has made no transactions in the Common Stock within the past 60 days of the date of this filing, as noted below:

(A) Financial Edge Fund

(a)-(b)           See cover page.

CUSIP No. 05990K106 Page 15 of 19 Pages

(c) Financial Edge Fund has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

(a)-(b)           See cover page.

(c) Financial Edge Strategic has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C) Focused Fund

(a)-(b)           See cover page.

(c) Focused Fund has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

(d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

CUSIP No. 05990K106 Page 16 of 19 Pages

(D) Goodbody/PL LP

(a)-(b)           See cover page.

(c) Goodbody/PL LP has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(E)           PL Capital

(a)-(b)           See cover page.

(c) PL Capital has made no purchases or sales of Common Stock directly.

(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F)           PL Capital Advisors

(a)-(b)           See cover page.

(c) PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G)           Goodbody/PL LLC

(a)-(b)           See cover page.

(c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

CUSIP No. 05990K106 Page 17 of 19 Pages

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)           Mr. John W. Palmer

(a)-(b)           See cover page.

(c) Mr. Palmer has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

(I)           Richard J. Lashley

(a)-(b)           See cover page.

(c) Mr. Lashley has has made no purchases or sales of Common Stock within the past 60 days of the date of this filing.

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 and 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 1 to the initial 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.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement*
2	Letter to Mr. Sugarman dated June 6, 2014*
3	Letter to Mr. Sugarman and Mr. Brownstein dated June 27, 2014*
4	Letter to the Board of Directors dated August 18, 2014*
5	Letter to Mr. Sugarman dated November 2, 2015
_______________________________
*Filed previously

CUSIP No. 05990K106 Page 18 of 19 Pages

SIGNATURES

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

Date:           November 2, 2015

FINANCIAL EDGE FUND, L.P.

By:           PL CAPITAL, LLC

General Partner

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:           PL CAPITAL, LLC

General Partner

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:           PL CAPITAL, LLC

General Partner

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

GOODBODY/PL CAPITAL, L.P.

By:           GOODBODY/PL CAPITAL, LLC

General Partner

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

CUSIP No. 05990K106 Page 19 of 19 Pages

GOODBODY/PL CAPITAL, LLC

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

PL CAPITAL ADVISORS, LLC

By:          /s/ John W. Palmer                                                /s/ Richard J. Lashley                                           

John W. Palmer                                                      Richard J. Lashley

Managing Member                                                Managing Member

PL CAPITAL, 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

EX-5

EXHIBIT 5

47 EAST CHICAGO AVENUE SUITE 336 NAPERVILLE, ILLINOIS 60540 TEL.: (630) 848-1340 FAX: (630) 848-1342 67 PARK PLACE EAST SUITE 675 MORRISTOWN, NJ 07960 TEL.: (973) 539-5400 FAX: (973) 539-5404

November 2, 2015

Mr. Steven Sugarman, President & CEO

Banc of California, Inc.

18500 Von Karman Avenue

Suite 1100

Irvine, CA 92612

Dear Mr. Sugarman:

First, congratulations on the asset growth and earnings levels Banc of California (“BANC” or the “Company”) has achieved.  Second, I appreciate the thoroughness and transparency of the Q3 EPS presentation materials and the explicitness of the 2015 and 2016 financial guidance contained therein.

I intended to raise the following issues during the Q3 EPS conference call, but the call was ended before I had a chance to get into the Q&A queue.

Issue #1 - Capital Management in a Period Where Asset Growth Exceeds Capital Retention

Total assets are currently $7.3 billion and projected to be $8.0 to $8.5 billion at year end 2015, with 15%+ growth in 2016. This implies 2016 growth of $1.2+ billion, leading to a $9.2+ billion asset base in 2016.

Tangible common equity (TCE) was $393 million at September 30, 2015 (5.46% of tangible assets).  Is this level of TCE too low to be sustainable?

The Company projects 2016 net income of approximately $50 to $55 million (derived from the 2016 EPS guidance).  The dividend per share of $0.48/year is approximately $20 million per year, leaving retained earnings of $30 to $35 million per annum.  Since the assets are growing faster than what can be supported by that level of retained earnings, the projected TCE ratio will fall each quarter without a capital raise.  The late 2016/early 2017 TCE ratio is projected to be ~4.5%.  This is very low.  In fact, BANC already has the 4th lowest TCE ratio out of the 259 publicly traded banks and thrifts with $1 to $10 billion in assets and none of those banks has a TCE ratio below 5.00%.  That peer group has an average TCE ratio of 9.70% and the median is 9.12%.

Despite this, in a response to an analyst question on the Q3 EPS call, you stated that you do not foresee a common equity raise in the near future and that the Company can execute its plan without raising additional common equity.

While PL Capital would prefer that the Company does not raise additional capital when the stock is trading at less than 10x 2016 projected earnings (per the company’s guidance), we question whether a common capital raise can be avoided with such a low TCE ratio.

I also hear echoes of similar comments you made in the past about not needing capital or only doing a capital raise offensively at favorable prices, only to be surprised by capital being raised defensively at low prices relative to the Company’s own EPS and growth guidance.  To that point, in 2014 BANC raised a significant amount of capital at less than $10.00 per share, which was only ~9x forward (2015) EPS.  With the stock currently trading at less than 10x the Company’s forward 2016 EPS guidance, BANC shareholders appear to be at risk of another dilutive, defensive capital raise.

Issue #2 – Why Doesn’t the Market Value BANC at a Higher Multiple?

Despite the significant success the Company has achieved in growing assets, net income, loan originations and the franchise, the market appears unwilling to place a high valuation on BANC, as quantified below.

BANC trades at one of the lowest ratios of “Return on Tangible Common Equity (ROTCE)” to “Price to Tangible Book Value (P/TBV)” among its peers.  Out of 228 publicly traded banks and thrifts with assets between $1 and $10 billion for which this data is available, BANC is the 9th lowest valued company using that ratio.  Excluding 5 banks with one-time returns from DTA reversals or negative loan loss provisions, BANC would be the 4th lowest.  It is well accepted by bank analysts that this ratio is one of the best predictors of bank stock valuation.

The market is also unwilling to place a high valuation on BANC’s earnings.  As of October 29, 2015 BANC’s 2015 PE ratio is the 9th lowest of the 196 publicly traded banks and thrifts $1 to $10 billion in assets which have publicly available 2015 EPS estimates.  BANC’s 2016 PE ratio is also 9th lowest of the 200 publicly traded banks and thrifts with $1 to $10 billion in assets which have publicly available 2016 EPS estimates.

(Source: SNL Financial LC as of October 29, 2015).

Five possible reasons for the market’s skeptical view of BANC:

One, the market typically does not highly value mortgage banking oriented companies.  While this is true, the proportion of earnings from mortgage banking has declined at BANC. As shown in the Q3 EPS deck, the proportion of pre-tax income from mortgage banking was down to 22% in Q3 2015.

Two, the market has concerns over the Company’s management of capital.  See Issue #1 above.

Three, the market has concerns that BANC is growing too fast.  Restated financials, significant turnover among officers, the need for an expensive new HQ, etc. are all symptoms of growth exceeding the capacity of BANC’s infrastructure.

Four, the market has concerns over the governance of the Company.  To that point, see the compensation excesses and corporate governance weaknesses noted in my June 6, 2014 letter to you and Mr. Brownstein.  When shareholders and analysts believe that managements and boards are good stewards of shareholders’ capital and protective of shareholders’ rights, it often translates into higher market valuations.

Five, the board may not be independent enough from you.

How to Start the Process of Eliminating the BANC Discount:

As other companies have done, PL Capital strongly encourages the board to hire an independent, trusted third party to do a survey of all major shareholders and analysts to identify why the valuation discount in BANC exists and ask for their suggestions on how they would address the issue.  The survey should be confidential and blinded to the board and management so respondents can be candid and truthful.  The board should then closely examine the survey’s results to understand the qualitative reasons why market participants do not seem willing to place an appropriate valuation on BANC despite its strong quantitative results.

Changes in governance, management and/or strategy should then be implemented as needed.

The Company’s growth and profitability metrics are strong and well above industry averages, so there must be a reason why BANC is not more highly valued by investors and the market.  You, your management team and the board need to understand why this valuation disconnect exists, and then address the market’s concerns.

Please ensure that each member of the Board of Directors is provided a copy of this letter.

Please feel free to call me at any time at 973-539-5400.

Sincerely,

/s/ Richard Lashley

Richard Lashley, Principal