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^*

SWEENEY STEVEN J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008

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	08/22/2008		P		2,000	A	$5.266	2,000	I	By Reporting Person's IRA Account
Common Stock								6,000	D⁽¹⁾
Common Stock								84,000	I	As Beneficiary and Trustee of Steven John Sweeney Irrevocable Trust
Common Stock								9,040	I⁽²⁾	401(k) Plan
Common Stock								118,000	I⁽³⁾	As Trustee of Patricia Lynne Sweeney Irrevocable Trust
Common Stock								98,000	I⁽³⁾	As Trustee of Cynthia Louise McLean Irrevocable Trust
Common Stock								21,003	I⁽³⁾⁽⁴⁾	By Nicholas Akira Sweeney Irrevocable Trust
Common Stock								4,206	I⁽³⁾⁽⁴⁾	By Jaclyn Yuki Sweeney Irrevocable Trust
Common Stock								2,735	I⁽⁵⁾	Employee Stock Ownership 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)	$4.24							08/01/2009⁽⁶⁾	07/01/2018	Common Stock	10,000⁽⁶⁾		10,000	D
Stock Option (right to buy)	$6.93							10/01/2004⁽⁷⁾	09/01/2013	Common Stock	75,000⁽⁷⁾		75,000	D

Explanation of Responses:

1. Beneficially owned by reporting person through the Steven and Julie Sweeney Family Trust dated 10/06/06.

2. Represents total number of shares in 401(k) Plan, all of which are vested.

3. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is a beneficial owner of such shares for the purposes of Section 16 or for any other purposes.

4. Shares beneficially owned by reporting person's child.

5. Represents total number of shares in Employee Stock Ownership Plan, of which 1,641 shares (or 60%) are vested.

6. The option was granted on July 25, 2008 under the company's 2005 Stock Option Plan and vests over seven years as follows: 1,400 option shares on August 1 of 2009, 2010, 2011, 2012, 2013 and 2014 and 1,600 option shares on August 1, 2015.

7. The option was granted on September 22, 2003 under the company's 1999 Stock Option Plan and vests over seven years as follows: 10,713 option shares on August 1 of 2004, 2005, 2006, 2007, 2008 and 2009 and 10,722 option shares on October 1, 2010.

	Steven J. Sweeney	08/22/2008
	** 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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