FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GARDNER STEVEN R
2. Issuer Name and Ticker or Trading Symbol

PACIFIC PREMIER BANCORP INC [ PPBI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

17901 VON KARMAN AVE., SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2024
(Street)

IRVINE, CA 92614
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
PPBI Common Stock 3/15/2024  A  60,814 (1)A$0 530,099 D  
PPBI Common Stock 3/15/2024  M  30,474 (2)A (2)560,573 D  
PPBI Common Stock 3/15/2024  M  3,956 A (3)564,529 D  
PPBI Common Stock 3/15/2024  F  40,894 (4)D$22.61 523,635 (5)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
PPBI Restricted Stock Unit  (6)3/15/2024  A   60,814     (6) (7)PPBI Common Stock 60,814 $0 60,814 D  
PPBI Restricted Stock Unit  (6)3/15/2024  M     47,067 (2)  (6) (7)PPBI Common Stock 47,067 $0 0 D  
Dividend Equivalent Rights  (3)3/15/2024  M     3,956   (3) (7)PPBI Common Stock 3,956  (3)0 D  
PPBI Restricted Stock Unit  (6)           (6) (7)PPBI Common Stock 58,218  58,218 D  
PPBI Restricted Stock Unit  (6)           (6) (7)PPBI Common Stock 70,253  70,253 D  

Explanation of Responses:
(1) Restricted Stock with an evenly distributed 3-year vesting schedule.
(2) On March 15, 2021, Reporting Person was granted Restricted Stock Units which convert into common stock on a one-for-one basis, the vesting of which was conditioned upon the achievement of certain performance goals. On March 15, 2024, actual performance against goals for the applicable performance period was determined and the Reporting Person was awarded 30,474 shares of common stock.
(3) Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units.
(4) Represents shares withheld to cover the tax liability incident to the vesting of Restricted Stock Units, Restricted Stock Awards and dividend equivalent rights.
(5) Includes 127,056 shares of restricted stock subject to a vesting schedule set forth in the restricted stock grant and subject to forfeiture upon the occurrence of certain events specified in the restricted stock grant.
(6) Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest, if at all, following the third anniversary of the date of grant upon confirmation of achievement of certain predetermined performance goals over a 3-year performance period. Depending on the actual performance achieved, the reporting person may receive between 0% and 200% of the targeted amount. 50% vesting will be based on the Company's 3-year average relative total shareholder return percentile range compared to the Keefe, Bruyette & Woods, Inc. Regional Banking Index ("KRX"). 25% vesting will be based on the Company's average ROAA percentile performance as compared to KRX companies over the performance period. 25% vesting will be based on the Company's average ROATCE percentile performance as compared to the KRX companies over the performance period.
(7) Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GARDNER STEVEN R
17901 VON KARMAN AVE., SUITE 1200
IRVINE, CA 92614
X
Chairman, President & CEO

Signatures
/s/ Steven R. Gardner3/19/2024
**Signature of Reporting PersonDate


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*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).
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