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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2014

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from to

Commission file number 001-35522





BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)





Maryland

(State or other jurisdiction of

incorporation or organization)

04-3639825

(IRS Employer Identification No.)

18500 Von Karman Ave, Suite 1100, Irvine, California

(Address of
principal executive offices)

92612

(Zip Code)

(949) 236-5211

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and
smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.)    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date.

As of April 30, 2014, the registrant had outstanding 19,875,104 shares of voting common stock and 596,018 shares of Class B non-voting common stock.









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BANC OF CALIFORNIA, INC.

FORM 10-Q/A

March 31, 2014

TABLE OF CONTENTS



|              |  |                         |    |  |   | 
|------------- |  | ----------------------- | -- |  | - | 
|PART I        |  |                         | 4  | 
|              |  |                        
|Item 4.       |  | Controls and Procedures |    |  | 4 | 
|              | 
|PART II       |  |                         | 6  | 
|              |  |                        
|Item 6.       |  | Exhibits.               |    |  | 6 | 
|              | 
|SIGNATURES    |  |                         | 11 | 
|              | 
|EXHIBIT INDEX |  |                         | 12 | 



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends our original Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014. The sole purpose of this Amendment No. 1 is to amend Item 4 of Part I
to revise the disclosure on the effectiveness of our disclosure controls and procedures and regarding our internal control over financial reporting. Other than the inclusion with this Amendment No. 1 of new certifications required by Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 does not modify, or update any other disclosures contained in, our original Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.



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PART I

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure
Controls and Procedures. An evaluation of the Companys disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities Exchange Act of 1934 (the Act)) as of March 31, 2014 was carried out under the
supervision and with the participation of the Companys Chief Executive Officer, Chief Financial Officer and other members of the Companys senior management. At the time that our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2014 was filed, management concluded that the Companys disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act
is (i) accumulated and communicated to the Companys management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms. However, because of a material weakness in our internal control over financial reporting identified subsequent to March 31, 2014 and further described below, a subsequent
evaluation was performed under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer and the conclusion was that the Companys disclosure controls and procedures were not effective
as of March 31, 2014.

Changes in Internal Control Over Financial Reporting. In connection with the preparation of annual and quarterly
financial statements, the Companys management is responsible for evaluating its internal controls and procedures. This evaluation includes an assessment of the Companys internal control over financial reporting (as defined in Rule
13a-15(f) under the Act), which are designed to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the Companys financial statements for external purposes in accordance with
generally accepted accounting principles. In connection with the audit of year-end financial statements, the Companys independent registered public accounting firm, KPMG LLP (KPMG), is responsible for auditing both (i) the
financial statements to obtain reasonable assurance about whether they are free of material misstatement, and (ii) the effectiveness of the Companys internal control over financial reporting.

Except as otherwise described below, there were no changes in the Companys internal control over financial reporting that occurred during the three
months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Subsequent to the issuance of the consolidated financial statements as of and for
the year ended December 31, 2013 and subsequent to March 31, 2014, immaterial errors related to prior periods were identified that indicated certain deficiencies existed in the Companys internal control over financial reporting. Specifically,
during the year ending 2013, financial reporting resources did not sufficiently complete certain account level reviews that presented a low potential risk of material error to the Companys financial reporting, to ensure that the possibility
that the aggregation of all potential errors in these accounts, which were more than remote, could not result in a material misstatement.

The
Company has concluded that in 2013 these deficiencies when aggregated could have resulted in a material misstatement of the consolidated financial statements that would not have been prevented or detected on a timely basis, and as such, these
control deficiencies result in a material weakness.

The material weakness did not result in any material misstatement of the Companys
financial statements and disclosures for the years ended December 31, 2013, 2012, and 2011.



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Remediation and Plans for Remediation. The Company believes it has made significant progress toward
remediation of the underlying causes of the material weakness, having taken a number of actions to remediate this material weakness. Among other things, we have:



| |  |  | Appointed Robert Sznewajs as new Audit Committee chairman and Ronald Nicolas as bank Chief Financial Officer as well as hired additional accounting and
finance resources and professionals, including a new Chief Accounting Officer in March 2014, a new Controller in March 2014, a Director of Accounting Policy in May 2014, and a new Director of Internal Audit, together with other new hires in the
accounting, finance, and audit departments;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Designed new controls around the review and analysis of the allowance for loan and lease losses (ALLL) including the addition of a new
Credit Risk Analytics team to oversee the ALLL process;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Implemented a new automated equity accounting software platform for stock-based compensation that eliminates the reliance on manual review of
significant spreadsheets; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Established a Sarbanes-Oxley steering committee in 2014 that meets bi-weekly with the participation of the Chief Executive Officer, Chief Financial
Officer, Chief Accounting Officer, and the Director of Internal Audit.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company and its Board of Directors are committed
to maintaining a strong internal control environment, and believe that these remediation efforts represent significant improvements in our control environment. The identified material weakness in internal control will not be considered fully
addressed until the internal controls over these areas have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated. The Company will continue to work on implementing and
testing the new controls in order to make this final determination.

The Company does not expect that its disclosure controls and procedures
and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are
met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.



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PART II

ITEM 6 - EXHIBITS

Exhibits



|     |  |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |     |     
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | ----
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.1  |  | Stock Purchase Agreement, dated as of June 3, 2011, by and among Banc of California, Inc., (f/k/a First PacTrust Bancorp, Inc.) (sometimes referred to below as the
Registrant or the Company), Gateway Bancorp, Inc. (Gateway), each of the stockholders of Gateway and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers
Representative) |  |  | (a  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.1A |  | Amendment No. 1, dated as of November 28, 2011, to Stock Purchase Agreement, dated as of June 3, 2011, by and among The Registrant, Gateway Bancorp, the Sellers named therein
and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers Representative)                                                                                             |  |  | (a  | )(1)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.2B |  | Amendment No. 2, dated as of February 24, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein
and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers Representative)                                                                                             |  |  | (a  | )(2)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.2C |  | Amendment No. 3, dated as of June 30, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D
& E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers Representative)                                                                                                 |  |  | (a  | )(3)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.2D |  | Amendment No. 4, dated as of July 31, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D
& E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers Representative)                                                                                                 |  |  | (a  | )(4)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.3  |  | Agreement and Plan of Merger, dated as of August 30, 2011, by and between the Registrant and Beach Business Bank, as amended by Amendment No. 1thereto dated as of October 31,
2011                                                                                                                                                                                                    |  |  | (b  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.4  |  | Agreement and Plan of Merger, dated as of August 21, 2012, by and among First PacTrust Bancorp, Inc., Beach Business Bank and The Private Bank of California                                                                                                                                                                                                                           |  |  | (c  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.5  |  | Amendment No. 1, dated as of May 5, 2013, to Agreement and Plan of Merger, dated as of August 21, 2012, by and among the Registrant, Beach Business Bank and The Private Bank of
California                                                                                                                                                                                            |  |  | (y  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.6  |  | Agreement and Plan of Merger, dated as of October 25, 2013, by and among the Registrant, Banc of California, National Association, CS Financial, Inc., the Sellers named therein and
the Sellers Representative named therein                                                                                                                                                         |  |  | (z  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|2.7  |  | Purchase and Assumption Agreement, dated as of April 22, 2014, by and between Banco Popular North America and Banc of California, National Association                                                                                                                                                                                                                                 |  |  | (bb | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.1  |  | Articles of Incorporation of the Registrant                                                                                                                                                                                                                                                                                                                                            |  |  | (d  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.2  |  | Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant                                                                                                                                                                                                                                                                       |  |  | (e  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.3  |  | Articles supplementary to the Charter of the Registrant containing the terms of the Registrants Senior Non-Cumulative Perpetual Preferred Stock, Series A                                                                                                                                                                                                                             |  |  | (f  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.4  |  | Articles supplementary to the Charter of the Registrant containing the terms of the Registrants Class B Non-Voting Common Stock                                                                                                                                                                                                                                                       |  |  | (g  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.5  |  | Articles of Amendment to Articles Supplementary to the Charter of the Registrant containing the terms of the Registrants Class B Non-Voting Common Stock                                                                                                                                                                                                                              |  |  | (h  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.6  |  | Articles supplementary to the Charter of the Registrant containing the terms of the Registrants 8.00% Non-Cumulative Perpetual Preferred Stock, Series C                                                                                                                                                                                                                              |  |  | (p  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.7  |  | Articles supplementary to the Charter of the Registrant containing the terms of the Registrants Non-Cumulative Perpetual Preferred Stock, Series B                                                                                                                                                                                                                                    |  |  | (q  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.8  |  | Articles of Amendment to the Charter of the Registrant changing the Registrants name                                                                                                                                                                                                                                                                                                  |  |  | (r  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.9  |  | Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant                                                                                                                                                                                                                                                                       |  |  | (cc | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|3.10 |  | Bylaws of the Registrant                                                                                                                                                                                                                                                                                                                                                               |  |  | (p  | )   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|4.1  |  | Warrant to purchase up to 240,000 shares of the Registrant common stock originally issued on November 1, 2010                                                                                                                                                                                                                                                                          |  |  | (g  | )   



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|      |  |                                                                                                                                                                                                                                                                                                                        |  |  |     |  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | -
|      |  |                                                                                                                                                                                                                                                                                                                       
|4.2   |  | Warrant to purchase up to 1,395,000 shares of the Registrant common stock originally issued on November 1, 2010                                                                                                                                                                                                        |  |  | (g  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|4.3   |  | Senior Debt Securities Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee                                                                                                                                                                                    |  |  | (m  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|4.4   |  | Supplemental Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee, relating to the Registrants 7.50% Senior Notes due
April 15, 2020 and form of 7.50% Senior Notes due April 15, 2020                                                                        |  |  | (m  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|4.5   |  | Deposit Agreement, dated as of June 12, 2013, among the Registrant, Registrar and Transfer Company, as Depositary and the holders from time to time of the depositary receipts
described therein                                                                                                                       |  |  | (p  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.1  |  | Employment Agreement, dated as of November 17, 2010, by and among the Registrant and Pacific Trust Bank and Richard Herrin (including as exhibits thereto the forms of agreements for
the restricted stock inducement grant and stock option inducement grant made to Mr. Herrin pursuant to his Employment Agreement) |  |  | (i  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.1A |  | Incentive Bonus Award Agreement, dated as of September 21, 2012, supplementing and amending the Employment Agreement with Richard Herrin                                                                                                                                                                               |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.1B |  | Second Amendment, dated as of September 25, 2012, to Employment Agreement with Richard Herrin                                                                                                                                                                                                                          |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.2  |  | Employment Agreement, dated as of August 21, 2012, by and between the Registrant and Steven Sugarman                                                                                                                                                                                                                   |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.2A |  | Stock Appreciation Right Grant Agreement between the Registrant and Steven Sugarman dated August 21, 2012                                                                                                                                                                                                              |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.2B |  | Amendment dated December 13, 2013 to Stock Appreciation Rights Grant Agreement between the Registrant and Steve Sugarman dated August 21, 2012                                                                                                                                                                         |  |  | (ff | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.3  |  | Employment Agreement, dated as of September 25, 2012, by and among the Registrant, Pacific Trust Bank and Beach Business Bank and Robert M. Franko                                                                                                                                                                     |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.3A |  | Mutual Termination and Release Letter Agreement, dated September 25, 2012, relating to Executive Employment Agreement, dated June 1, 2003, between Doctors Bancorp,
predecessor-in-interest to Beach Business Bank, and Robert M. Franko                                                                              |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.4  |  | Employment Agreement, dated as of August 22, 2012, by and among the Registrant and John C. Grosvenor                                                                                                                                                                                                                   |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.5  |  | Employment Agreement, dated as of November 5, 2012, by and among the Registrant and Ronald J. Nicolas, Jr.                                                                                                                                                                                                             |  |  | (j  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.6  |  | Employment Agreement, dated as of September 17, 2013, by and among the Registrant and Hugh F. Boyle                                                                                                                                                                                                                    |  |  | (dd | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.7  |  | Registrants 2011 Omnibus Incentive Plan                                                                                                                                                                                                                                                                               |  |  | (k  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.8A |  | Form of Incentive Stock Option Agreement under 2011 Omnibus Incentive Plan                                                                                                                                                                                                                                             |  |  | (n  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.8B |  | Form of Non-Qualified Stock Option Agreement under 2011 Omnibus Incentive Plan                                                                                                                                                                                                                                         |  |  | (n  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.8C |  | Form of Restricted Stock Agreement Under 2011 Omnibus Incentive Plan                                                                                                                                                                                                                                                   |  |  | (n  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.9  |  | Registrants 2003 Stock Option and Incentive Plan                                                                                                                                                                                                                                                                      |  |  | (l  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.10 |  | Registrants 2003 Recognition and Retention Plan                                                                                                                                                                                                                                                                       |  |  | (l  | )
|      |  |                                                                                                                                                                                                                                                                                                                       
|10.11 |  | Small Business Lending Fund-Securities Purchase Agreement, dated August 30, 2011, between the Registrant and the Secretary of the United States Treasury                                                                                                                                                               |  |  | (f  | )



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |      |  
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- | -
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.12  |  | Management Services Agreement, dated as of December 27, 2012, by and between CS Financial, Inc. and Pacific Trust Bank                                                                                                                                                                                                                                                                                                                                                                                                        |  |  | (o   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.13  |  | Employment Agreement, dated as of May 13, 2013, by and among Pacific Trust Bank and Jeffrey Seabold                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  | (aa  | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14  |  | Registrants 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  | (s   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14A |  | Form of Incentive Stock Option Agreement under 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  | (t   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14B |  | Form of Non-Qualified Stock Option Agreement under 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  | (t   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14C |  | Form of Restricted Stock Agreement under 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  | (t   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14D |  | Form of Restricted Stock Unit Agreement under 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  | (ee  | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.14E |  | Form of Restricted Stock Unit Agreement for Employee Equity Ownership Program under 2013 Omnibus Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                         |  |  | (ee  | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.15  |  | Agreement to Assume Liabilities and to Acquire Assets of Branch Banking Offices, dated as of May 31, 2013, between Pacific Trust Bank and AmericanWest Bank                                                                                                                                                                                                                                                                                                                                                                   |  |  | (u   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.16  |  | Common Stock Share Exchange Agreement, dated as of May 29, 2013, by and between the Registrant and TCW Shared Opportunity Fund V, L.P.                                                                                                                                                                                                                                                                                                                                                                                        |  |  | (v   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.17  |  | Purchase and Sale Agreement and Escrow Instructions, dated as of July 24, 2013, by and between the Registrant and Memorial Health Services                                                                                                                                                                                                                                                                                                                                                                                    |  |  | (w   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.18  |  | Assumption Agreement, dated as of July 1, 2013, by and between the Registrant and The Private Bank of California                                                                                                                                                                                                                                                                                                                                                                                                              |  |  | (x   | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.19  |  | Securities Purchase Agreement, dated as of April 22, 2014, by and between the Registrant and OCM BOCA Investor, LLC                                                                                                                                                                                                                                                                                                                                                                                                           |  |  | (bb  | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.20  |  | Securities Purchase Agreement, dated as of April 22, 2014, by and among the Registrant, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel L.P.                                                                                                                                                                                                                                                                                                                                                         |  |  | (bb  | )
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.0   |  | Statement regarding computation of per share earnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.0   |  | Letter re unaudited interim financial information                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|18.0   |  | Letter regarding change in accounting principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.0   |  | Report furnished to security holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|22.0   |  | Published report regarding matters submitted to vote of security holders                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.0   |  | Power of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  | None |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.1   |  | Rule 13a-14(a) Certification (Chief Executive Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  | 31.1 |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.2   |  | Rule 13a-14(a) Certification (Chief Financial Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  | 31.2 |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31.3   |  | Rule 13a-14(a) Certification (Chief Accounting Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  | 31.3 |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|32.0   |  | Rule 13a-14(b) and 18 U.S.C. 1350 Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  | 32.0 |  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|101.0  |  | The following financial statements and footnotes from the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 formatted in Extensible Business
Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders Equity; (v)
Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements. |  |  | (ff  | )



|(a) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on June 9, 2011 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------



8



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##### Table of Contents

|(a)(1) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on December 1, 2011 and incorporated herein by reference.
|------ | ----------------------------------------------------------------------------------------------------------------------------------

|(a)(2) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on February 28, 2012 and incorporated herein by reference
|------ | ----------------------------------------------------------------------------------------------------------------------------------

|(a)(3) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on July 2, 2012 and incorporated herein by reference.
|------ | ------------------------------------------------------------------------------------------------------------------------------

|(a)(4) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on August 2, 2012 and incorporated herein by reference.
|------ | --------------------------------------------------------------------------------------------------------------------------------

|(b) | Filed as Appendix A to the proxy statement/prospectus included in the Registrants Registration Statement on Form S-4 filed on November 1, 2011 and
incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on August 27, 2012 and incorporated herein by reference
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(d) | Filed as an exhibit to the Registrants Registration Statement on Form S-1 filed on March 28, 2002 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(e) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on March 4, 2011 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(f) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on August 30, 2011 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(g) | Filed as an exhibit to the Registrants Current Report on Form 8-K/A filed on November 16, 2010 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(h) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 12, 2011 and incorporated herein by reference
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(i) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on November 19, 2010 and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(j) | Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | Filed as an appendix to the Registrants definitive proxy statement filed on April 25, 2011 and incorporated herein by reference
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(l) | Filed as an appendix to the Registrants definitive proxy statement filed on March 21, 2003 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(m) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on April 23, 2012 and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(n) | Filed as an exhibit to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(o) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on January 3, 2013 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------



9



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##### Table of Contents

|(p) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(q) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(r) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(s) | Filed as an appendix to the Registrants definitive proxy statement filed on June 11, 2013 and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(t) | Filed as an exhibit to the Registrants Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(u) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(v) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on June 4, 2013 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(w) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on July 30, 2013 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(x) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(y) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 6, 2013 and incorporated herein by reference
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(z) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on October 31, 2013 and incorporated herein by reference
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(aa) | Field as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(bb) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on April 25, 2014 and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(cc) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on November 22, 2013 and incorporated herein by reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------------

|(dd) | Field as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(ee) | Filed as an exhibit to the Registrants Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(ff) | Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |                                                  
|--------------------- |  | -------------------------------------------------
|                      |  | BANC OF CALIFORNIA, INC.                         
|                      | 
|Date: August 18, 2014 |  | /s/ Steven A. Sugarman                           
|                      |  | Steven A. Sugarman                               
|                      |  | President/ Chief Executive Officer               
|                      | 
|Date: August 18, 2014 |  | /s/ Ronald J. Nicolas, Jr.                       
|                      |  | Ronald J. Nicolas, Jr.                           
|                      |  | Executive Vice President/ Chief Financial Officer
|                      | 
|Date: August 18, 2014 |  | /s/ Nathan Duda                                  
|                      |  | Nathan Duda                                      
|                      |  | Senior Vice President/ Chief Accounting Officer  



11



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##### Table of Contents

EXHIBIT INDEX



|           |  |                                                        
|---------- |  | -------------------------------------------------------
|ExhibitNo. |  | Description                                            
|           | 
|31.1*      |  | Rule 13a-14(a) Certification (Chief Executive Officer) 
|           | 
|31.2*      |  | Rule 13a-14(a) Certification (Chief Financial Officer) 
|           | 
|31.3*      |  | Rule 13a-14(a) Certification (Chief Accounting Officer)
|           | 
|32.0**     |  | Rule 13a-14(b) and 18 U.S.C. 1350 Certification        



|* | Filed herewith
|- | --------------

|** | Furnished herewith
|-- | ------------------



12