Amended Statement of Beneficial Ownership (sc 13d/a)
26 Abril 2018 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Banc of California, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
05990K106
(CUSIP Number)
CHRISTOPHER
S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(310) 729-8588
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KIMBERLY MCDONNELL
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
100 Waterfront Place, MS 04
West Sacramento, CA 95605
(916) 414-7551
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 24, 2018
(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 that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 05990K106
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13D
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Page 2 of 13 Pages
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1.
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NAMES OF REPORTING PERSON
Legion Partners,
L.P. I
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
935,812
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
935,812
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11.
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935,812
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.85%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 05990K106
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13D
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Page 3 of 13 Pages
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1.
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NAMES OF REPORTING PERSON
Legion Partners
Special Opportunities, L.P. I
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,308,449
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,308,449
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,449
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.59%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 05990K106
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13D
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Page 4 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Legion Partners, L.P. II
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
46,148
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
46,148
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,148
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 05990K106
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13D
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Page 5 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Legion Partners Special Opportunities, L.P. V
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
149,138
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
149,138
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,138
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 05990K106
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13D
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Page 6 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Legion Partners, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,439,547
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
2,439,547
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,547
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 05990K106
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13D
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Page 7 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Legion Partners Asset Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,439,547
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
2,439,547
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,547
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 05990K106
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13D
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Page 8 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Legion Partners Holdings, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
|
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,439,751
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9.
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SOLE DISPOSITIVE POWER
00,000
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10.
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SHARED DISPOSITIVE POWER
2,439,751
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,751
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 05990K106
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13D
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Page 9 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chirstopher S. Kiper
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
|
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,439,751
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9.
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SOLE DISPOSITIVE POWER
0
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10.
|
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SHARED DISPOSITIVE POWER
2,439,751
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11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,751
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
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|
13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
|
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 05990K106
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13D
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Page 10 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond T. White
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
|
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SEC USE ONLY
|
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4.
|
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SOURCE OF FUNDS (see instructions)
AF
|
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
|
7.
|
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SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
2,439,751
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
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10.
|
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SHARED DISPOSITIVE POWER
2,439,751
|
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|
|
|
|
11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,751
|
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|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
|
|
|
14.
|
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 05990K106
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13D
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Page 11 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
California State Teachers’ Retirement System
|
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
|
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|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
WC
|
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|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
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6.
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
California Government Pension Plan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
66,218
|
|
8.
|
|
SHARED VOTING POWER
0
|
|
9.
|
|
SOLE DISPOSITIVE POWER
66,218
|
|
10.
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,218
|
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
EP
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CUSIP No. 05990K106
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13D
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Page 12 of 13 Pages
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends
the schedule 13D as specifically set forth herein.
Item 3. Source or Amount of Funds or
Other Consideration.
Item 3 is hereby
amended and restated to read as follows:
The
Shares purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special I, Legion Partners Special V,
Legion Partners Holdings, and CalSTRS were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule
A, which is incorporated herein by reference.
The aggregate purchase
price of the 935,812 Shares owned directly by Legion Partners I is approximately $15,362,659, including brokerage commissions.
The aggregate purchase price of the 46,148 Shares owned directly by Legion Partners II is approximately $711,494, including
brokerage commission. The aggregate purchase price of the 1,308,449 Shares owned directly by Legion Partners Special I is approximately
$23,589,897, including brokerage commissions. The aggregate purchase price of the 149,138 Shares owned directly by Legion Partners
Special V is approximately $2,285,276, including brokerage commissions. The aggregate purchase price of the 204 Shares owned directly
by Legion Partners Holdings is approximately $3,108, including brokerage commissions. The aggregate purchase price of the 66,218
Shares owned directly by CalSTRS is approximately $941,608, including brokerage commissions.
Item 5. Interest in Securities of the
Issuer.
Item 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,591,369 Shares outstanding as of February 21, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s most recent Form 10-K.
Legion Partners I
|
(a)
|
|
As of the close of business on April 26, 2018, Legion Partners I beneficially owned 935,812 Shares.
|
|
|
|
|
Percent of class: 1.85%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 935,812.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 935,812.
|
|
|
(c)
|
|
Transactions in the Shares by Legion Partners I in the last 60 days are
disclosed in Schedule A and incorporated herein by reference.
|
Legion Partners II
|
(a)
|
|
As of the close of business on April 26, 2018, Legion Partners II beneficially owned 46,148
Shares.
|
|
|
|
|
Percent of class: Less than 1%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 46,148.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 46,148.
|
|
|
(c)
|
|
Transactions in the Shares by Legion Partners II in the last 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Legion Partners
Special I
|
(a)
|
|
As of the close of business on April 26, 2018, Legion Partners Special I beneficially owned
1,308,449 Shares.
|
|
|
|
|
Percent of class: 2.59%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 1,308,449.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 1,308,449.
|
|
|
(c)
|
|
Transactions in the Shares by Legion Partners Special I in the last 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Legion Partners
Special V
|
(a)
|
|
As of the close of business on April 26, 2018, Legion Partners Special V beneficially owned
149,138 Shares.
|
|
|
|
|
Percent of class: Less than 1%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 149,138.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 149,138.
|
|
|
(c)
|
|
Transactions in the Shares by Legion Partners Special V in the last 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Legion Partners, LLC
|
(a)
|
|
As the general partners of each of Legion Partners I, Legion Partners II, Legion Partners
Special I and Legion Partners Special V, Legion Partners, LLC may be deemed the beneficial owners of the (i) 935,812 Shares
beneficially owned by Legion Partners I, (ii) 46,148 Shares beneficially owned by Legion Partners II, (iii) 1,308,449 Shares
beneficially owned by Legion Partners Special I and (iv) 149,138 Shares beneficially owned by Legion Partners Special V.
|
|
|
|
|
Percent of class: 4.82%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 2,439,547.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,439,547.
|
|
|
(c)
|
|
Legion Partners, LLC has not entered into any transactions in the last 60 days.
|
Legion Partners
Asset Management
|
(a)
|
|
As the investment adviser to each of Legion Partners I, Legion Partners II, Legion Partners
Special I and Legion Partners Special V, Legion Partners Asset Management may be deemed the beneficial owners of the (i)
935,812 Shares beneficially owned by Legion Partners I, (ii) 46,148 Shares beneficially owned by Legion Partners
II, (iii) 1,308,449 Shares beneficially owned by Legion Partners Special I and (iv) 149,138 Shares beneficially
owned by Legion Partners Special V.
|
|
|
|
|
Percent of class: 4.82%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 2,439,547.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,439,547.
|
|
|
(c)
|
|
Legion Partners Asset Management has not entered into any transactions in the Shares in the last
60 days.
|
Legion Partners
Holdings
|
(a)
|
|
As of the close of business on April 26, 2018, Legion Partners Holdings directly owned 204
Shares. As the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, Legion Partners
Holdings may be deemed the beneficial owners of the (i) 935,812 Shares
beneficially owned by Legion Partners I, (ii) 46,148 Shares beneficially owned by Legion
Partners II, (iii) 1,308,449 Shares beneficially owned by Legion Partners Special I
and (iv) 149,138 Shares beneficially owned by Legion Partners Special V.
|
|
|
|
|
Percent of class: 4.82%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 2,439,751.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,439,751.
|
|
|
(c)
|
|
Legion Partners Holdings has not entered into any transactions in the Shares in the last 60 days.
|
Messrs. Kiper
and White
|
(a)
|
|
Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and
a managing member of Legion Partners Holdings, may be deemed the beneficial owners of
the (i) 935,812 Shares beneficially owned by Legion
Partners I, (ii) 46,148 Shares beneficially owned by Legion Partners II,
(iii) 1,308,449 Shares beneficially owned by Legion Partners Special
I, (iv) 149,138 Shares beneficially owned by Legion Partners Special V and (v) 204
Shares beneficially owned by Legion Partners Holdings.
|
|
|
|
|
Percent of class: 4.82%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 2,439,751 .
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,439,751.
|
|
|
(c)
|
|
None of Messrs. Kiper or White has entered into any transactions in the Shares in the last 60 days.
|
CalSTRS
|
(a)
|
|
As of the close of business on April 26, 2018, CalSTRS beneficially owned 66,218 Shares.
|
|
|
|
|
Percent of class: Less than 1%
|
|
|
(b)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote 66,218.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote 0.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 66,218.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 0.
|
|
|
(c)
|
|
The transactions in the Shares by CalSTRS in the
last 60 days are set forth in Schedule A and are incorporated herein by reference.
|
The
filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported
herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herin that are
not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
(e)
As of April 26, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby
amended to add the following:
The information
set forth in Item 5 is hereby incorporated by reference in this Item 6.
|
|
|
|
|
CUSIP No. 05990K106
|
|
13D
|
|
Page 13 of 13 Pages
|
|
|
|
|
|
SIGNATURE
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.
|
Legion Partners, L.P. I
|
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners, L.P. II
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners Special Opportunities, L.P. I
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners Special Opportunities, L.P. V
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners, LLC
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners Asset Management, LLC
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
Legion Partners Holdings, LLC
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
Title: Managing Member
|
|
By: /s/ Christopher S. Kiper
Name: Christopher S. Kiper
|
|
By: /s/ Raymond T. White
Name: Raymond T. White
|
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
|
By: /s/ Kimberly McDonnell
Name: Kimberly McDonnell
Title: Associate Portfolio Manager Investment Compliance
Ethics and Reporting
|
|
Schedule A
Transactions in the Shares in the Last 60 Days
Legion Partners, L.P. I
|
|
|
|
|
|
|
Commission
|
Purchase /
|
|
Ticker or
|
Buy/
|
Trade
|
# of
|
# of
|
|
& Other
|
Sale
|
Ticker
|
Option
|
Sell
|
Date
|
Shares
|
Options
|
Price
|
Trading Fees
|
Total Cost
|
|
|
|
|
|
|
|
|
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/5/18
|
|
-123
|
$0.70
|
$128
|
($8,482.15)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/6/18
|
|
-284
|
$0.70
|
$295
|
($19,584.80)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/7/18
|
|
-268
|
$0.71
|
$279
|
($18,682.43)
|
BANC
|
BANC
|
SELL
|
3/7/18
|
7,685
|
|
$20.72
|
$234
|
$158,978.22
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/8/18
|
|
-11
|
$0.72
|
$11
|
($776.27)
|
BANC
|
BANC
|
SELL
|
3/8/18
|
154
|
|
$20.70
|
$5
|
$3,183.10
|
BANC
|
BANC
|
SELL
|
3/9/18
|
20,909
|
|
$20.61
|
$642
|
$430,279.71
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/12/18
|
|
-19
|
$0.75
|
$20
|
($1,405.24)
|
BANC
|
BANC
|
SELL
|
3/12/18
|
19,212
|
|
$20.70
|
$591
|
$397,172.78
|
BANC
|
BANC
|
SELL
|
3/12/18
|
3,305
|
|
$20.83
|
$35
|
$68,791.99
|
BANC
|
BANC
|
SELL
|
3/13/18
|
26,896
|
|
$21.14
|
$282
|
$568,181.00
|
BANC
|
BANC
|
SELL
|
3/13/18
|
70,500
|
|
$20.00
|
$58
|
$1,409,942.35
|
BANC
|
BANC
|
SELL
|
3/13/18
|
2,900
|
|
$21.00
|
$26
|
$60,873.66
|
BANC
|
BANC
|
SELL
|
3/14/18
|
7,451
|
|
$21.06
|
$78
|
$156,860.78
|
BANC
|
BANC
|
SELL
|
3/15/18
|
4,771
|
|
$21.02
|
$50
|
$100,248.79
|
BANC
|
BANC
|
SELL
|
4/23/18
|
9,439
|
|
$19.02
|
$99
|
$179,452.01
|
BANC
|
BANC
|
SELL
|
4/24/18
|
12,735
|
|
$19.14
|
$133
|
$243,635.29
|
Legion Partners Special Opportunities, L.P. I
|
|
|
|
|
|
|
Commission
|
Purchase /
|
|
Ticker or
|
Buy/
|
Trade
|
# of
|
# of
|
|
& Other
|
Sale
|
Ticker
|
Option
|
Sell
|
Date
|
Shares
|
Options
|
Price
|
Trading Fees
|
Total Cost
|
|
|
|
|
|
|
|
|
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/5/18
|
|
-173
|
$0.70
|
$180
|
($11,930.18)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/6/18
|
|
-396
|
$0.70
|
$412
|
($27,308.38)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/7/18
|
|
-375
|
$0.71
|
$390
|
($26,141.45)
|
BANC
|
BANC
|
SELL
|
3/7/18
|
10,718
|
|
$20.72
|
$327
|
$221,721.35
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/8/18
|
|
-17
|
$0.72
|
$18
|
($1,199.70)
|
BANC
|
BANC
|
SELL
|
3/8/18
|
214
|
|
$20.70
|
$7
|
$4,423.27
|
BANC
|
BANC
|
SELL
|
3/9/18
|
29,157
|
|
$20.61
|
$894
|
$600,014.68
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/12/18
|
|
-27
|
$0.75
|
$28
|
($1,996.93)
|
BANC
|
BANC
|
SELL
|
3/12/18
|
26,790
|
|
$20.70
|
$822
|
$553,835.96
|
BANC
|
BANC
|
SELL
|
3/12/18
|
4,608
|
|
$20.83
|
$48
|
$95,913.30
|
BANC
|
BANC
|
SELL
|
3/13/18
|
37,507
|
|
$21.14
|
$393
|
$792,339.56
|
BANC
|
BANC
|
SELL
|
3/13/18
|
98,800
|
|
$20.00
|
$71
|
$1,975,929.35
|
BANC
|
BANC
|
SELL
|
3/14/18
|
10,390
|
|
$21.06
|
$109
|
$218,733.53
|
BANC
|
BANC
|
SELL
|
3/15/18
|
6,653
|
|
$21.02
|
$70
|
$139,793.59
|
BANC
|
BANC
|
SELL
|
4/23/18
|
13,197
|
|
$19.02
|
$138
|
$250,898.20
|
BANC
|
BANC
|
SELL
|
4/24/18
|
17,807
|
|
$19.14
|
$186
|
$340,668.52
|
Legion Partners, L.P. II
|
|
|
|
|
|
|
Commission
|
Purchase /
|
|
Ticker or
|
Buy/
|
Trade
|
# of
|
# of
|
|
& Other
|
Sale
|
Ticker
|
Option
|
Sell
|
Date
|
Shares
|
Options
|
Price
|
Trading Fees
|
Total Cost
|
|
|
|
|
|
|
|
|
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/5/18
|
|
-6
|
$0.70
|
$6
|
($413.76)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/6/18
|
|
-14
|
$0.70
|
$15
|
($965.44)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/7/18
|
|
-13
|
$0.71
|
$14
|
($906.23)
|
BANC
|
BANC
|
SELL
|
3/7/18
|
378
|
|
$20.72
|
$12
|
$7,819.61
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/8/18
|
|
-1
|
$0.72
|
$1
|
($70.56)
|
BANC
|
BANC
|
SELL
|
3/8/18
|
8
|
|
$20.70
|
$0
|
$165.35
|
BANC
|
BANC
|
SELL
|
3/9/18
|
1,027
|
|
$20.61
|
$31
|
$21,134.55
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/12/18
|
|
-1
|
$0.75
|
$1
|
($73.95)
|
BANC
|
BANC
|
SELL
|
3/12/18
|
162
|
|
$20.83
|
$2
|
$3,371.95
|
BANC
|
BANC
|
SELL
|
3/12/18
|
944
|
|
$20.70
|
$34
|
$19,510.70
|
BANC
|
BANC
|
SELL
|
3/13/18
|
1,321
|
|
$21.14
|
$14
|
$27,906.27
|
BANC
|
BANC
|
SELL
|
3/13/18
|
3,500
|
|
$20.00
|
$27
|
$69,973.36
|
BANC
|
BANC
|
SELL
|
3/14/18
|
366
|
|
$21.06
|
$4
|
$7,705.14
|
BANC
|
BANC
|
SELL
|
3/15/18
|
234
|
|
$21.02
|
$2
|
$4,916.83
|
BANC
|
BANC
|
SELL
|
4/23/18
|
465
|
|
$19.02
|
$5
|
$8,840.11
|
BANC
|
BANC
|
SELL
|
4/24/18
|
628
|
|
$19.14
|
$7
|
$12,014.36
|
Legion Partners Special Opportunities, L.P. V
|
|
|
|
|
|
|
Commission
|
Purchase /
|
|
Ticker or
|
Buy/
|
Trade
|
# of
|
# of
|
|
& Other
|
Sale
|
Ticker
|
Option
|
Sell
|
Date
|
Shares
|
Options
|
Price
|
Trading Fees
|
Total Cost
|
|
|
|
|
|
|
|
|
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/5/18
|
|
-20
|
$0.70
|
$21
|
($1,379.20)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/6/18
|
|
-45
|
$0.70
|
$47
|
($3,103.22)
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/7/18
|
|
-43
|
$0.71
|
$45
|
($2,997.54)
|
BANC
|
BANC
|
SELL
|
3/7/18
|
1,222
|
|
$20.72
|
$37
|
$25,279.29
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/8/18
|
|
-2
|
$0.72
|
$2
|
($141.13)
|
BANC
|
BANC
|
SELL
|
3/8/18
|
24
|
|
$20.70
|
$1
|
$496.06
|
BANC
|
BANC
|
SELL
|
3/9/18
|
3,324
|
|
$20.61
|
$101
|
$68,404.34
|
BANC
|
BANC Mar $20 C
|
SHORT
|
3/12/18
|
|
-3
|
$0.75
|
$3
|
($221.88)
|
BANC
|
BANC
|
SELL
|
3/12/18
|
525
|
|
$20.83
|
$6
|
$10,927.62
|
BANC
|
BANC
|
SELL
|
3/12/18
|
3,054
|
|
$20.70
|
$98
|
$63,131.62
|
BANC
|
BANC
|
SELL
|
3/13/18
|
4,276
|
|
$21.14
|
$45
|
$90,330.98
|
BANC
|
BANC
|
SELL
|
3/13/18
|
11,300
|
|
$20.00
|
$30
|
$225,969.77
|
BANC
|
BANC
|
SELL
|
3/14/18
|
1,184
|
|
$21.06
|
$12
|
$24,925.94
|
BANC
|
BANC
|
SELL
|
3/15/18
|
758
|
|
$21.02
|
$8
|
$15,927.18
|
BANC
|
BANC
|
SELL
|
4/23/18
|
1,504
|
|
$19.02
|
$16
|
$28,593.68
|
BANC
|
BANC
|
SELL
|
4/24/18
|
2,030
|
|
$19.14
|
$21
|
$38,836.25
|
CalSTRS
|
|
|
|
|
|
|
Commission
|
Purchase /
|
|
Ticker or
|
Buy/
|
Trade
|
# of
|
# of
|
|
& Other
|
Sale
|
Ticker
|
Option
|
Sell
|
Date
|
Shares
|
Options
|
Price
|
Trading Fees
|
Total Cost
|
|
|
|
|
|
|
|
|
|
BANC
|
BANC
|
SELL
|
2/26/18
|
1,231
|
|
$20.50
|
$0
|
$25,236
|
BANC
|
BANC
|
BUY
|
2/26/18
|
1,231
|
|
$20.50
|
$0
|
$25,236
|
BANC
|
BANC
|
SELL
|
2/27/18
|
1,231
|
|
$20.44
|
$13
|
$25,150
|
BANC
|
BANC
|
BUY
|
3/16/18
|
250
|
|
$20.35
|
$0
|
$5,088
|
Banc of California Prfd D (NYSE:BANCPD)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Banc of California Prfd D (NYSE:BANCPD)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024