BANC OF CALIFORNIA, INC. (NASDAQ:FCAL) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item3.01.

On November 16, 2016, Banc of California, Inc. (the
Company) issued a press release announcing that it has
delayed the filing of its Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2016 (the Quarterly
Report) beyond the November 14, 2016 extended filing due
date.As previously disclosed by the Company in its Form 12b-25
filed with the Securities and Exchange Commission (the
SEC) on November 10, 2016, the Company is delaying the
filing of the Quarterly Report at this time to allow for
completion of a review into certain purported improper
relationships and related party transactions and related
matters.A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.

As a result of the filing delay, the Company received a letter
from the New York Stock Exchange (the NYSE) notifying the
Company that it was not currently in compliance with the NYSEs
continued listing requirements under the timely filing criteria
set forth in Section 802.01E of the NYSE Listed Company
Manual.Such notices are routinely issued by the NYSE in
situations when there are late filings with the SEC.Under the
NYSE Listed Company Manual, the Company will have six months,
from November14, 2016, to file the Quarterly Report with the
SEC.The Company can regain compliance with the NYSE listing
standards at any time during this six-month period once it files
the Quarterly Report with the SEC.If the Company fails to file
the Quarterly Report within such six-month period, the NYSE may
grant, in its discretion, a further extension of up to an
additional six months depending on specific circumstances as
outlined in the rule.

On November 15, 2016, the Board of Directors (the Board)
of the Company approved Amendment No. 2 to the Companys Fourth
Amended and Restated Bylaws (the Bylaw Amendment),
effective immediately.The Bylaw Amendment extends the period of
time by 30 days that stockholders may submit proposals to be
presented in connection with the 2017 annual meeting of
stockholders of the Company, including any nomination or proposal
relating to the nomination of a director to be elected to the
Board.

A copy of the Bylaw Amendment is attached to this Current Report
on Form 8-K as Exhibit 3.1 and is incorporated herein by
reference.The foregoing description of the Bylaw Amendment does
not purport to be complete and is qualified in its entirety by
reference to the Bylaw Amendment.

On November15, 2016, the Board also declared a quarterly dividend
per depository share on its SeriesC, D and E Preferred Stock in
the amounts of $0.50, $0.460938 and $0.4375, respectively. The
dividends will be payable on December15, 2016 to record holders
as of December1, 2016 of depositary shares relating to the
underlying SeriesC, Series D and SeriesE Preferred Stock of the
Company.

A copy of the press release is attached to this Current Report on
Form8-K as Exhibit99.1 and is incorporated herein by reference.

(d) Exhibits.The exhibits listed on the Exhibit Index
accompanying this Current Report on Form 8-K are filed herewith
and incorporated by reference herein.

Forward-Looking Statements

The Companys statementsherein and in documents referenced herein
are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995, and actual events may
differ from those contemplated by these statements.These
statements are subject to certain risks and uncertainties,
including the results of the ongoing review described herein and
the Companys inability to complete the work required to file the
Quarterly Report in the time frame that is currently
anticipated.You should not place undue reliance on
forward-looking statements and the Company undertakes no
obligation to update any such statements to reflect circumstances
or events that occur after the date on which the forward-looking
statement is made.

About BANC OF CALIFORNIA, INC. (NASDAQ:FCAL)

First California Financial Group, Inc. is a bank holding company for its wholly owned subsidiary First California Bank (the Bank). The Bank is a full-service commercial bank. The Bank’s operations are primarily located within the areas commonly known as the 101 corridor stretching from the City of Ventura to Calabasas, California, the Moorpark-Simi Valley corridor, the western San Fernando Valley, the Tri-Cities area of Glendale-Burbank-Pasadena, the South Bay, the Inland Empire, north San Diego County, Century City and other parts of Los Angeles, Orange San Luis Obispo and Ventura Counties in Southern California. Its lending products include revolving lines of credit, term loans, commercial real estate loans, construction loans and consumer and home equity loans. In April 8, 2011, the Bank acquired the Electronic Payment Solutions division of Palm Desert National Bank. On February 18, 2011, the Bank acquired substantially all of the operations of San Luis Trust Bank.

BANC OF CALIFORNIA, INC. (NASDAQ:FCAL) Recent Trading Information

BANC OF CALIFORNIA, INC. (NASDAQ:FCAL) closed its last trading session at 8.50 with shares trading hands.