CVB FINANCIAL CORP — Director's Dealing 2018

Sep 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVB FINANCIAL CORP (CVBF)
CIK: 0000354647
Period of Report: 2018-09-12

Reporting Person: Myers Christopher D (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-12	Employee Stock Option (Right to Buy)	$23.75	A	100000	Acquired	2028-09-12	Common Stock (100000)	Direct
2018-09-12	Restricted Stock Units	$0	A	105000	Acquired		Common Stock (105000)	Direct
2018-09-12	Performance-based Restricted Stock Units	$0	A	105000	Acquired		Common Stock (105000)	Direct

Footnotes

F1: Employee stock options (right-to-buy) ("Options") granted pursuant to Issuer's 2018 Equity Incentive Plan (the "Plan"), and the related award agreement entered into pursuant thereto, in accordance with the terms of Reporting Person's employment agreement dated September 12, 2018 (the "Employment Agreement").

F2: Effective date of grant is September 12, 2018.

F3: Options vest over three years in equal installments on each of the first three anniversaries of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date. Only vested options are exercisable.

F4: Restricted Stock Units ("RSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement.

F5: RSUs vest over three years on the anniversary of the effective date of grant, provided Reporting Person continues in employment with Issuer through each vesting date, as follows: 15,000 RSUs vest on the first anniversary and 45,000 shares vest on each of the second and third anniversaries.

F6: Not applicable.

F7: Performance-based restricted stock units ("PRSUs") granted pursuant to the Plan and the related award agreement entered into pursuant thereto, in accordance with the terms of the Employment Agreement.

F8: This is a target only. Number of PRSUs is tied to satisfaction of certain performance criteria (other than the price of Issuer's commons stock), as defined in the Employment Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance targets are achieved as of the end of certain performance periods ending June 30, 2019, June 30, 2020 and June 30, 2021. The actual number of shares ultimately deliverable ranges from 0 to 131,250 shares (subject to any subsequent stock split and the like). PRSUs earned, if any, will vest in installments on specific dates over three years subject to certain conditions.