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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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 AND CHAIRMAN OF BOARD (Last) (First) (Middle) C/O BANC OF CALIFORNIA, INC., 18500 VON KARMAN AVE, SUITE 1100 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2014 (Street) IRVINE, CA 92612 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 05/23/2014   P   35,000 A $ 10.38 35,000 (1) I By the Steven and Ainslie Sugarman Family Irrevocable Trust Common Stock               33,806 I By Steven and Ainslie Sugarman Living Trust Common Stock               40 I By Cole Sugarman Roth IRA Common Stock               75,263.5368 D   Common Stock               7,500 I By Charles Schwab & Co Inc., Cust Sugarman Enterprises, Inc. 401K FBO Ainslie Sugarman Common Stock               400 I By Hailey Sugarman Roth IRA Common Stock               1,475 I By Sierra Sugarman Roth IRA Common Stock               2,000 I By Steven Sugarman Roth IRA Common Stock               4,282 I By Ainslie Sugarman Roth IRA

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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

Stock Appreciation Rights

$ 10.09

05/21/2014

A

300,219 (2)

05/21/2017(3)

08/22/2022

Common Stock

300,219

$ 0 (4)

300,219

D

Stock Appreciation Rights

$ 10.09

05/21/2014

A

252,023

(5)

08/22/2022

Common Stock

252,023

$ 0 (4)

552,242

D

Stock Option (Right to Purchase)

$ 15.81

06/27/2012

06/27/2021

Common Stock

16,165

16,165

D

Warrant to Purchase Class B Non-Voting Common Stock

$ 11

(6)

(7)

Class B Non-Voting Common Stock

960,000

960,000

I

By Steven and Ainslie Sugarman Living Trust

Stock Appreciation Rights

$ 12.83

(5)

08/22/2022

Common Stock

70,877

70,877

D

Stock Appreciation Rights

$ 13.06

(5)

08/22/2022

Common Stock

150,993

150,993

D

Stock Appreciation Rights

$ 13.6

(5)

08/22/2022

Common Stock

88,366

88,366

D

Stock Appreciation Rights

$ 12.12

(5)

08/22/2022

Common Stock

500,000

500,000

D

Stock Appreciation Rights

$ 13.55

(5)

08/22/2022

Common Stock

15,275

15,275

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 AND CHAIRMAN OF BOARD

Signatures

/s/ Richard Herrin, Attorney-in-Fact		05/23/2014
**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)	Mr. Sugarman's minor children are the sole beneficiaries of the Steven and Ainslie Family Irrevocable Trust and his wife owns certain life interests.
(2)	These stock appreciation rights ("SARs") were issued to Mr. Sugarman in connection with the closing of an offering of the Issuer's 8.00% Tangible Equity Units. Each Tangible Equity Unit is composed of a prepaid stock purchase contract (each, a "Purchase Contract") and a junior subordinated amortizing note issued by the Issuer. The number of shares underlying these SARs is subject to adjustment and therefore certain of these SARs are subject to forfeiture.
(3)	Subject to earlier vesting to the extent of and upon the early settlement of the respective Purchase Contracts in accordance with the settlement rates set forth in such Purchase Contracts.
(4)	Mr. Sugarman received these SARs pursuant to the terms and conditions of his employment agreement with the Issuer, and, accordingly, paid no consideration for the receipt thereof.
(5)	Two-thirds of these SARs are currently vested, and the remaining one-third is scheduled to vest on August 21, 2014.
(6)	Warrants vested in accordance with the following schedule: 50,000 shares vested on October 11, 2011 and the remainder vested in seven equal quarterly installments, beginning January 1, 2012.
(7)	Warrants expire five years from the date vested.

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