CVB FINANCIAL CORP — Director's Dealing 2019

Sep 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVB FINANCIAL CORP (CVBF)
CIK: 0000354647
Period of Report: 2019-07-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-17	Common Stock	A	90000	—	Acquired	336057	Direct
2019-07-17	Common Stock	A	60000	—	Acquired	396057	Direct
2019-07-17	Common Stock	A	45000	—	Acquired	441057	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-17	Restricted Stock Units	$0	D	105000	Disposed		Common Stock (105000)	Direct
2019-07-17	Performance Based Restricted Stock Units	$0	D	105000	Disposed		Common Stock (105000)	Direct
2019-07-17	Performance Based Restricted Stock Units	$0	A	15000	Acquired		Common Stock (15000)	Direct

Footnotes

F1: Grant of 90000 RSUs pursuant to Issuer's 2018 Equity Incentive Plan (the "Equity Plan") in connection with the Reporting Person's Retirement and Consulting Agreement dated as of July 17, 2019. The RSUs shall vest in full December 31, 2020 provided that Reporting Person continues to provide consulting services through such date.

F2: Grant of 60000 RSUs pursuant to Issuer's 2018 Equity Incentive Plan (the "Equity Plan") in connection with the Reporting Person's Retirement and Consulting Agreement dated as of July 17, 2019. The RSUs shall vest in full March 15, 2020 provided that Reporting Person continues employment through such date.

F3: On July 17, 2019 pursuant to Issuer's Equity Plan, Issuer amended an outstanding restricted stock unit grant to Reporting Person to reduce the number of shares subject to the restricted stock unit grant from 105000 to 60000 and changing the vesting terms such that 15000 shares will vest on September 12, 2019 and 45000 shares will vest on March 15, 2020 subject to Reporting Person continuing to provide employment services through such date(s).

F4: On July 17, 2019 pursuant to Issuer's Equity Plan, Issuer amended an outstanding performance based restricted stock unit grant to Reporting Person to reduce the number of shares subject to the performance based restricted stock unit grant from 105000 to 60000 and changing the vesting terms such that up to 15000 shares subject to the performance based grant vests on September 12, 2019 based on the Issuer's Relative Return on Assets and Return on Equity and 45000 shares subject to the grant vests on March 15, 2020 subject to Reporting Person continuing to provide employment services through such date.