SC 13D 1 tm2135017d1_sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. ____)

Banc of California, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05990K106

(CUSIP Number)

Kevin J. Kooman

Patriot Financial Partners III, L.P.

Four Radnor Corporate Center

100 Matsonford Road Suite 210

Radnor, Pennsylvania 19087

(215) 399-4650

Copies to:

Terrence Kerwin, Esq.

Fox Rothschild LLP

747 Constitution Drive Suite 100

Exton, PA 19341

(610) 458-6186

(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

CUSIP No. 05990K106

13D

Page [___] of [___] Pages

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,991,232

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,991,232

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,991,232

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.20% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,991,232

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,991,232

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,991,232

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.20% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP III, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,991,232

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,991,232

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,991,232

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.20% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,204,097

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,204,097

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,204,097

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.94% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,461,353

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,461,353

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,461,353

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.35% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP II, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,461,353

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,461,353

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,461,353

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.35% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners Parallel II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

257,256

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

257,256

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

257,256

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.41% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Manager, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

518

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

518

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

518

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Manager, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

518

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

518

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

518

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

W. Kirk Wycoff

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

82,536

SHARED VOTING POWER

3,453,103

SOLE DISPOSITIVE POWER

82,536

SHARED DISPOSITIVE POWER

3,453,103

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,535,639

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.69% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James J. Lynch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

42,379

SHARED VOTING POWER

3,453,103

SOLE DISPOSITIVE POWER

42,379

SHARED DISPOSITIVE POWER

3,453,103

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,495,482

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.62% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James F. Deutsch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

592

SHARED VOTING POWER

3,453,103

SOLE DISPOSITIVE POWER

592

SHARED DISPOSITIVE POWER

3,453,103

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,453,695

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ira M. Lubert

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

55,543

SHARED VOTING POWER

1,461,871

SOLE DISPOSITIVE POWER

55,543

SHARED DISPOSITIVE POWER

1,461,871

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,517,414

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.44% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 62,180,037 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

CUSIP No. 05990K106

13D

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Item 1.

Security and Issuer

The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, (“Common Stock”) of Banc of California, Inc. (the “Issuer” or the “Company”), the holding company of Banc of California, N.A. (the “Bank”).

Item 2.

Identity and Background

This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Patriot Financial Group.” The Joint Filing Agreement of the members of the Patriot Financial Group is filed as Exhibit 1 to this Schedule 13D.

(a)-(c) The following are members of the Patriot Financial Group:

Patriot Financial Partners III, L.P., a Delaware limited partnership (“Patriot Fund III”);

Patriot Financial Partners GP III, L.P., a Delaware limited partnership and general partner of Patriot Fund III (“Patriot III GP”);

Patriot Financial Partners GP III, LLC, a Delaware limited liability company and general partner of Patriot III GP (“Patriot III LLC”);

	·	Patriot Financial Partners II, L.P. a Delaware limited partnership (“Patriot Fund II”);

	·	Patriot Financial Partners II GP, L.P., a Delaware limited partnership and the general partner of Patriot Fund II (“Patriot II GP”);

	·	Patriot Financial Partners II GP, LLC, a Delaware limited liability company and general partner of Patriot II GP (“Patriot II LLC”);

	·	Patriot Financial Partners Parallel II, L.P. a Delaware limited partnership (“Patriot Parallel Fund II” and together with Patriot Fund II, the “Fund II Funds”);

	·	Patriot Financial Manager, L.P., a Delaware limited partnership, and a management company engaged by the Fund II Funds;

	·	Patriot Financial Manager, LLC, a Delaware limited liability company and general partner of Patriot Financial Manager, L.P.;

	·	W. Kirk Wycoff, James J. Lynch and James F. Deutsch, (i) each of whom serve as general partners of Patriot Fund III and Patriot III GP, are members of Patriot III LLC, and are members of the investment committee of Patriot Fund III, (ii) each of whom serve as general partners of the Fund II Funds and Patriot II GP, are members of Patriot II LLC, and are members of the investment committee of Patriot Fund II; and (iii) each of whom serve as members of Patriot Financial Manager, LLC; and

	·	Ira M. Lubert serves as a general partner of the Fund II Funds and Patriot GP II, as a member of Patriot II LLC, and as a member of Patriot Financial Manager, LLC.

Patriot Fund III is a private equity fund focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot III GP is to serve as the general partner of and to manage Patriot Fund III. The principal business of Patriot III LLC is to serve as the general partner of and to manage Patriot III GP.

CUSIP No. 05990K106

13D

Page [___] of [___] Pages

The Fund II Funds are private equity funds focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot II GP is to serve as the general partner of and to manage Fund II Funds. The principal business of Patriot II LLC is to serve as the general partner of and to manage Patriot GP II.

The principal employment of Messrs. Wycoff, Lynch and Deutsch is investment management with Patriot Fund III, Patriot III GP,Patriot III LLC, the Fund II Funds, Patriot II GP and Patriot II LLC.

The business address of each member of the Patriot Financial Group is c/o Patriot Financial Partners III, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.

(d) During the last five years, no member of the Patriot Financial Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no member of the Patriot Financial Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person who is a member of the Patriot Financial Group is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

The Fund II Funds used working capital to fund the purchase of shares of Common Stock of Banc of California.

Patriot Fund III used working capital to purchase shares of Pacific Mercantile Bancorp (“Pacific Mercantile”) , which was acquired by merger by Banc of California on October 18, 2021. Shareholders of Pacific Mercantile, including Patriot Fund III, received shares of Banc of California as consideration in the acquisition.

Item 4.

Purpose of Transaction

The Fund II Funds and Patriot Fund III acquired shares of Banc of California (the “Acquired Shares”) for investment purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Patriot Fund II acquired shares of Banc of California Common Stock in a private placement offering in November 2014.

Patriot Fund III acquired shares of Banc of California as a result of the acquisition by merger of Pacific Mercantile by Banc of California on October 18, 2021. Shareholders of Pacific Mercantile, including Patriot Fund III, received shares of Banc of California as consideration in the acquisition.

Messrs. Wycoff, Lynch, Deutsch and Lubert acquired shares of Banc of California in connection with a distribution in kind of shares of Banc of California by Patriot Financial Partners I, L.P., a Delaware limited partnership (“Patriot Fund I”) in December 2018.

Patriot Financial Manager received shares of Banc of California Common Stock in connection with Mr. Wycoff’s service on the Board of Directors of Banc of California.

Subject to the limitations imposed by applicable federal and state securities laws, Patriot Financial Group may dispose of the Acquired Shares from time to time, subject to market conditions and other investment considerations, and may cause the Acquired Shares to be distributed in kind to investors. To the extent permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group and/or investment considerations.

CUSIP No. 05990K106

13D

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Item 5.

Interest in Securities of the Issuer

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

(a) and (b)

Entity / Individual (1)	Shares Beneficially Owned	Percent of Class (%) (2)		Sole Power to Vote or Direct the Vote	Shared Power to Vote or Direct the Vote	Sole Power to Dispose or to Direct the Disposition	Shared Power to Dispose or to Direct the Disposition
Patriot Fund III	1,991,232	3.20	%	-	1,991,232	-	1,991,232
Patriot III GP	1,991,232	3.20	%	-	1,991,232	-	1,991,232
Patriot III LLC	1,991,232	3.20	%	-	1,991,232	-	1,991,232
Patriot Fund II	1,204,097	1.94	%	-	1,204,097	-	1,204,097
Patriot Parallel Fund II	257,256	0.41	%	-	257,256	-	257,256
Patriot GP II	1,461,353	2.35	%	-	1,461,353	-	1,461,353
Patriot II LLC	1,461,353	2.35	%	-	1,461,353	-	1,461,353
Patriot Financial Manager, L.P.	518	0.00	%	-	518	-	518
Patriot Financial Manager, LLC	518	0.00	%	-	518	-	518
W. Kirk Wycoff	3,535,639	5.69	%	82,536	3,535,639	82,536	3,535,639
James J. Lynch	3,495,482	5.62	%	42,379	3,495,482	42,379	3,495,482
James F. Deutsch	3,453,695	5.55	%	592	3,453,695	592	3,453,695
Ira M. Lubert	1,517,414	2.44	%	55,543	1,517,414	55,543	1,517,414

(1) Each of Patriot Fund III, Patriot III GP, Patriot III LLC, Patriot Fund II, Patriot Parallel Fund II, Patriot GP II, Patriot II LLC, Mr. Wycoff, Mr. Lynch, Mr. Deutsch and Mr. Lubert disclaims beneficial ownership of the Common Stock owned by the Patriot Financial Group, except to the extent of its or his pecuniary interest therein or with respect to shares owned directly by the individual.

(2) This calculation is based on 62,180,037 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on November 1, 2021.

(c) No members of the Patriot Financial Group had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except for shares of Common Stock acquired as consideration in Banc of California’s acquisition by merger of Pacific Mercantile. In connection with such merger, Patriot Fund III exchanged its shares held in Pacific Mercantile for 1,991,232 shares of Banc of California.

(d) Other than the Patriot Financial Group, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5.

(e) N/A.

CUSIP No. 05990K106

13D

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

N/A

Item 7.

Material to Be Filed as Exhibits

Exhibit		Description

Exhibit 1		Joint Filing Agreement, dated as of December 9, 2021, by and among Patriot Financial Partners III, L.P., Patriot Financial Partners GP III, L.P., Patriot Financial Partners GP III, LLC, W. Kirk Wycoff, James J. Lynch and James F. Deutsch.

Exhibit 2		Securities Purchase Agreement, dated as of October 30, 2014, by and among Banc of California, Inc., Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (included as Exhibit 10.1 to the Banc of California, Inc.’s Current Report on Form 8-K filed on October 30, 2014, and incorporated herein by reference).

Exhibit 3		Agreement and Plan of Merger, dated March 22, 2021, between Banc of California, Inc. and Pacific Mercantile Bancorp, a California corporation (filed as Exhibit 2.1 to the Banc of California, Inc.’s Current Report on Form-8-K filed on March 23, 2021 and incorporated herein by reference).

CUSIP No. 05990K106

13D

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:

December 9, 2021

PATRIOT FINANCIAL PARTNERS III, L.P.

	By:	/s/ W. Kirk Wycoff
		W. Kirk Wycoff, a member of Patriot Financial Partners III GP, LLC, the general partner of Patriot Financial Partners GP III, L.P., the general partner of Patriot Financial Partners III, L.P.

PATRIOT FINANCIAL PARTNERS GP III, L.P.

	By:	/s/ W. Kirk Wycoff
		W. Kirk Wycoff, a member of Patriot Financial Partners GP III, LLC., the general partner of Patriot Financial Partners GP III, L.P.

PATRIOT FINANCIAL PARTNERS GP III, LLC

	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, a member

	By:	/s/James J. Lynch
		James J. Lynch, a member

	By:	/s/James F. Deutsch
		James F. Deutsch, a member

PATRIOT FINANCIAL PARTNERS II, L.P.

By:

/s/ W. Kirk Wycoff

W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.

PATRIOT FINANCIAL PARTNERS PARALLEL II, L.P.

By:

/s/ W. Kirk Wycoff

W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners Parallel II, L.P.

CUSIP No. 05990K106

13D

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PATRIOT FINANCIAL PARTNERS GP II, L.P.

By:

/s/ W. Kirk Wycoff

W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC., the general partner of Patriot Financial Partners GP II, L.P.

PATRIOT FINANCIAL PARTNERS GP II, LLC

	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, a member

	By:	/s/Ira M. Lubert
		Ira M. Lubert

	By:	/s/James J. Lynch
		James J. Lynch

	By:	/s/James F. Deutsch
		James F. Deutsch

PATRIOT FINANCIAL MANAGER, LLC

	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, member

	By:	/s/Ira M. Lubert
		Ira M. Lubert, member

	By:	/s/James J. Lynch
		James J. Lynch, member

	By:	/s/James F. Deutsch
		James F. Deutsch, member

	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, individually

	By:	/s/Ira M. Lubert
		Ira M. Lubert, individually

	By:	/s/James J. Lynch
		James J. Lynch, individually

	By:	/s/James F. Deutsch
		James F. Deutsch, individually

SEC Form SC 13D filed by Banc of California, Inc.