Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Sugarman Steven
 2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [BANC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)

C/O BANC OF CALIFORNIA, INC., 18500 VON KARMAN AVE, SUITE 1100		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013
(Street)


IRVINE, CA 92612		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/12/2014		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 13.06 06/21/2013   A4 150,933 (1)     (2) 08/22/2022 Common Stock
150,933
$ 0 (3) 150,933
D
 
Stock Appreciation Right $ 13.6 07/01/2013   A4 88,366 (1)     (2) 08/22/2022 Common Stock
88,366
$ 0 (3) 88,366
D
 
Stock Appreciation Right $ 13.55 07/02/2013   A4 15,275 (1)     (2) 08/22/2022 Common Stock
15,275
$ 0 (3) 15,275
D
 
Stock Appreciation Right $ 12.83 12/10/2013   A4 70,877 (1)     (2) 08/22/2022 Common Stock
70,877
$ 0 (3) 70,877
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sugarman Steven
C/O BANC OF CALIFORNIA, INC.
18500 VON KARMAN AVE, SUITE 1100
IRVINE, CA 92612		       CEO  

Signatures

/s/ Richard Herrin, Attorney-in-Fact 04/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 5/A reports the correct exercise price for the Stock Appreciation Rights ("SARs") identified herein. The SARs were unintentionally omitted from the original Form 5 filed by the Reporting Person on February 12, 2014, and were first reported in the Form 5/A filed by the Reporting Person on March 27, 2014.
(2) Consistent with the vesting schedule of the Reporting Person's initial stock appreciation right granted on August 21, 2012, the vesting schedule of the additional grants reported herein are as follows: for the grant made on June 21, 2013, July 1, 2013 and July 2, 2013, one-third of the shares vested on the grant date, one-third vested on August 21, 2013 and the final one-third will vest on August 21, 2014; and for the grant made on December 10, 2013: two-thirds of the shares vested on the grant date and remaining one-third will vest on August 21, 2014.
(3) No consideration was paid by the Reporting Person for the receipt of the stock appreciation rights reported herein.

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