Exhibit 4.1



Exhibit 4.1





					
	CLASS A COMMON STOCK

	 
	CLASS A COMMON STOCK


	 
	 
	 

	PAR VALUE $0.001

	 
	THIS CERTIFICATE IS TRANSFERABLE


	 
	 
	IN CANTON, MA, JERSEY CITY, NJ AND


	 
	 
	COLLEGE STATION, TX


	 
	 
	 

	Certificate

	 
	Shares


	Number

	 
	 

	 
	 
	 

	 
	FCB FINANCIAL HOLDINGS, INC.

	 

	 
	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

	 

	 
	 
	 

	THIS CERTIFIES THAT

	 
	CUSIP 30255G 10 3


	 
	 
	SEE REVERSE FOR CERTAIN DEFINITIONS


	 
	 
	 

	is the owner of

	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF


	 

	FCB Financial Holdings, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.


	 

	Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.



















FCB FINANCIAL HOLDINGS, INC.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.





														
	 
	 
	 

	 
	The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full

according to applicable laws or regulations:

	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	TEN COM - 

	 as tenants in common

	 
	UNIF GIFT MIN ACT

	Custodian

	 

	 
	 
	 
	 
	 
	(Cust)

	(Minor)

	 

	 
	TEN ENT - 

	 as tenants by the entireties

	 
	 
	Under Uniform Gifts to Minors Act

	 
	 

	 
	 
	 
	 
	 
	 
	 
	State

	 

	 
	JT TEN - 

	as joint tenants with right of survivorship and not as tenants in common

	 
	UNIF GIFT MIN ACT

	 
	Custodian (until age

	)

	 

	 
	 
	(Cust)

	 
	 

	 
	 
	 
	 
	 
	 
	Under Uniform Gifts to Minors Act

	 
	 

	 
	 
	 
	 
	 
	 
	(Minor)

	 
	State

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Additional abbreviations may also be used though not in the above list.

	 
	 
	 
	 

	 
	 
	 







					
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	For value received,

	 
	hereby sell, assign and transfer unto

	 

	 
	 

	 
	 

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	Shares


	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

	 

	 
	Attorney


	to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.

	 







									
	 
	 
	 
	 
	 
	 
	 
	 

	Dated:

	 
	20

	 
	 
	 
	Signature(s) Guaranteed: Medallion Guarantee Stamp

	 

	 
	 
	 
	 
	 
	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE 

	 

	Signature:

	 
	 
	 
	 
	 
	GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan

	 

	 
	 
	 
	 
	 
	 
	Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED

	 

	Signature:

	 
	 
	 
	 
	SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO

	 

	 
	Notice:

	The signature to this assignment must correspond with the 

	 
	 
	S.E.C. RULE 17Ad-15.

	 

	 
	 
	name as written upon the face of the certificate, in every 

	 
	 
	 
	 

	 
	 
	particular, without  alteration or enlargement, or any change 

	 
	 
	 
	 

	 
	 
	whatever.