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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHENG DUNSON K
  2. Issuer Name and Ticker or Trading Symbol
CATHAY GENERAL BANCORP [CATY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
777 NORTH BROADWAY
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017
(Street)

LOS ANGELES, CA 90012
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(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 Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2017   M(1)   44,040 A $ 0 264,072 D  
Common Stock 02/17/2017   F(2)   19,312 D $ 39.42 244,760 D  
Common Stock 02/17/2017   M(1)   60,233 A $ 0 304,993 D  
Common Stock 02/17/2017   F(2)   31,430 D $ 39.42 273,563 D  
Common Stock               445,577 I Husband & Wife Trust
Common Stock               182,452 I Nonmarital Share Trust
Common Stock               102,904 I B ESOP

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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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 02/17/2017   M     39,292 (3)   (5)   (5) Common Stock 39,292 $ 0 0 D  
Restricted Stock Unit (1) 02/17/2017   M     38,095 (4)   (5)   (5) Common Stock 38,095 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHENG DUNSON K
777 NORTH BROADWAY
LOS ANGELES, CA 90012
  X     Executive Chairman  

Signatures

 /s/ Monica Chen, attorney-in-fact   02/22/2017
**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) Shares of the Issuer's Common Stock received by the Reporting Person from the vesting of performance-based restricted stock units granted on December 18, 2013. Such restricted stock units were previously reported in Table II on a Form 4 filed by the Reporting Person with the Securities and Exchange Commission on December 20, 2013.
(2) Shares withheld by Registrant to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
(3) Of the previously reported target award of 39,292 shares of restricted stock unit, 106% of the target award was earned based upon the achievement of certain performance criteria.
(4) Of the previously reported target award of 38,095 shares of performance-based restricted stock units, 150% of the target award was earned based upon the achievement of certain performance criteria.
(5) Performance-based restricted stock units vested on December 31, 2016.

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