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 *
Nicolas Ronald J. Jr.
 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)
EVP, CFO
(Last)
(First)
(Middle)

18500 VON KARMAN AVE., SUITE 1100		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
(Street)


IRVINE, CA 92612		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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
Common Stock 03/04/2013   F4 553 (1) D $ 10.44 51,733.6698 D  
Common Stock 01/02/2014   A(2) 269.6264 A $ 13.0077 51,733.6698 D  
Common Stock 04/01/2014   A(2) 291.8097 A $ 11.9019 51,733.6698 D  
Common Stock 07/01/2014   A(2) 89.5517 A $ 10.573 51,733.6698 D  
Common Stock 10/01/2014   A(2) 84.8827 A $ 11.2811 51,733.6698 D  
Common Stock             10,000 (3) I Held in Reporting Person's Retirement Savings Account

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 Options $ 11.36             (4) 11/05/2022 Common Stock
75,000
  75,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nicolas Ronald J. Jr.
18500 VON KARMAN AVE., SUITE 1100
IRVINE, CA 92612		       EVP, CFO  

Signatures

/s/ Ronald J. Nicolas, Jr. 02/17/2015
**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) Transaction reported corrects the disposition of shares first reported on the Form 4 filed by the Reporting Person on March 6, 2013.
(2) Shares were acquired pursuant to the Issuer's Dividend Reinvestment Plan.
(3) Amount owned corrects a 5,000 share overstatement of ownership reported in prior Section 16 reports.
(4) The stock options vests ratably over a five year period, beginning on the one year anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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