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^*

MCCULLOUGH THOMAS E

(Last)

(First)

(Middle)

1801 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST REGIONAL BANCORP [ FRGB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2008

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	07/31/2008		P		3,000	A	$4.47	69,075	D⁽¹⁾
Common Stock								28,666	I⁽²⁾	401(k) Plan
Common Stock								13,541	I⁽³⁾	Employee Stock Option Plan

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)
Stock Option (right to buy)	$5.01	07/31/2008		A		25,000⁽⁴⁾		08/01/2009⁽⁴⁾	07/01/2018	Common Stock	25,000⁽⁴⁾	$0	25,000	D
Stock Option (right to buy)	$6.93							10/01/2004⁽⁵⁾	09/01/2013	Common Stock	51,000⁽⁵⁾		51,000	D
Stock Option (right to buy)	$3.83							12/01/2003⁽⁶⁾	11/01/2013	Common Stock	150,000⁽⁶⁾		150,000	D

Explanation of Responses:

1. Shares held in McCullough 2008 Trust.

2. Represents total number of shares in 401(k) Plan (fully vested).

3. Represents total number of shares in Employee Stock Ownership Plan (fully vested).

4. The option was granted on July 31, 2008 vests over seven years as follows: 3,500 option shares on August 1 of 2009, 2010, 2011, 2012, 2013 and 2014 and 4,000 option shares on Augsut 1, 2015.

5. The option was granted on September 22, 2003 under the issuer's 1999 Stock Option plan and vests over seven years as follows: 7284 option shares on October 1 of 2004, 2005, 2006, 2007, 2008 and 2009 and 7,296 option shares on October 1, 2010.

6. The option was granted on Novmeber 12, 2002 under the company's 1999 Stock Option Plan and became fully vested as of December 31, 2007.

Remarks:

7. Power of Attorney filed as Exhibit 24 to reporting person's Form 4 filed 9/24/2003.

	Steven J. Sweeney, attorney-in-fact for Thomas E. McCullough (7)	08/04/2008
	** 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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