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^*

KELLER ULRICH E. JR

(Last)

(First)

(Middle)

18101 VON KARMAN

SUITE 700

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
First Foundation Inc. [ FFWM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2019

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)
Common Stock	05/30/2019		J		693,000	D	⁽¹⁾⁽²⁾⁽³⁾	1,498,770	I	By Family Trust⁽¹⁾⁽²⁾⁽³⁾
Common Stock	05/30/2019		J		693,000	A	⁽¹⁾⁽²⁾⁽³⁾	693,000	I	By Limited Partnership⁽¹⁾⁽²⁾⁽³⁾
Common Stock	05/30/2019		G		70,000	D	⁽⁴⁾	1,428,770	I	By Family Trust⁽⁴⁾
Common Stock	05/30/2019		G		70,000	A	⁽⁴⁾	270,000	I	By Spouse's Trust⁽⁴⁾
Common Stock								20,000	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)

Explanation of Responses:

1. Reported shares are held by the Keller-Confair Family Trust ("KCFT"). In connection with an estate planning transaction, 693,000 shares of the issuer's common stock held by KCFT have been transferred to a newly formed limited partnership (Keller Investment Fund, L.P. ("KIF")) in exchange for a 100% limited partnership interest in KIF and, separately, cash has been transferred by KCFT to a newly formed limited liability company (Keller Fund Management, LLC ("KFM")) in exchange for a 100% limited liability company interest in KFM. KFM is the general partner of KIF. KFM then transferred such cash to KIF in exchange for a 1% general partnership interest in KIF, at which time KFM held a 1% general partnership interest in KIF and KCFT held a 99% limited partnership interest in KIF.

2. Following the aforementioned transactions, KCFT sold an aggregate 20% limited partnership interest in KIF to intentionally defective grantor trusts ("IDGT"), the beneficiaries of which are Mr. Keller's three adult children. The 20% KIF limited partnership interests were sold by KCFT to the IDGTs for an aggregate purchase price of $1,402,451, which was paid through a $150,000 cash down payment and issuance of promissory notes. The purchase price for the limited partnership interest sold to the IGDTs was calculated based on a an average of the high and low stock price of the issuer's stock on May 30, 2019 of $13.35, adjusted by an estimated 25% discount rate for lack of control and lack of marketability. Following completion of the transfer of the limited partnership interests, a third party appraiser will be engaged to determine the final discount rate.

3. The purchase price for the limited partnership interest may be adjusted following completion of such appraisal in the event the appraiser determines that the final discount rate should be higher or lower than 25%. In the event the purchase price is adjusted, the balance of the promissory notes will be increased or decreased, as appropriate, in accordance with the terms of such promissory notes. By virtue of his control of KFM, Mr. Keller may be deemed to have beneficial ownership of all of the shares of the issuer's common stock held by KIF, however, Mr. Keller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report should not be deemed an admission that Mr. Keller is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

4. This transaction involved a gift of securities by the reporting person's family trust to his spouse's trust. Mr. Keller may be deemed to have beneficial ownership of all of the shares of the issuer's common stock held by his spouse's trust, however, Mr. Keller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report should not be deemed an admission that Mr. Keller is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

Remarks:

	'/s/ John M Michel attorney in fact for Ulrich E. Keller, Jr.'	05/31/2019
	** 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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