SecProbe.io

January 30, 2013

Via E -mail
Mr. John C. Grosvenor
First PacTrust Bancorp, Inc.
18500 Von Karman Ave., Suite 1100
Irvine, California 92612

Re: First PacTrust Bancorp, Inc.
Registration Statement on Form S -4
Filed January 3, 2013
  File No. 333-185869
  Form 10 -K for the Year Ended December 31, 2011
  Filed March 30, 2012
  File No. 000-49806

Dear Mr. Grosvenor :

We have reviewed the above referenced filings  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing th e
requested information , including , if applicable,  a draft of your proposed disclosures to be made
in future filings .  If you do not believe our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us wh y in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S -4

General

1. Please consider the updat ing requirements  of Regulation S -X 3-12 and tell us how you
intend to satisfy them.

2. Please confirm, if true, that PBOC’s financial projections have not been provided to First
Pactrust.

John C. Grosvenor
First PacTrust Bancorp, Inc.
January 30, 2013
Page 2

 Risk Factors, page 31
3. Please move this section in its entirety so that it is located directly after the Summary.
Refer to Item 503(c) of Regulation S -K.
The completion of the merger may trigger change in control provisions, page 33
4. We note that First PacTrust has entered into many agreements to avoid the triggering of
these provisions; please elaborate on why you view this as a potential risk, what parties
have  not entered into an agreement and what the potential liability may be if they do not.
The Merger, page 40
5. Please do not qualify your discussion in this section; although you may refer investors to
the agreement for more detailed information, you must provide the material terms of the
agreement in this section.
Recommendation o f PBOC’s Board of Directors, page 43
6. Please supplementally provide to the staff the board books  or other materials, including
projections, the boards considered in making their recommendations to shareholders.
Opinion of Milestone Advisors, LLC, page 52
7. Please disclose the aggregate amount paid to Milestone by PBOC or First PacTrust  over
the past two years , as required by Section 1015 (b)(4)  of Regulation M -A.  Please include
compensation for the investment banking, broker dealer, and other services you hav e
disclosed, in the aggregate amount.
Interests of PBOC’s Directors and Executive Officers in the Merger , page 53
8. In this section, you refer to many agreements that have been executed in connection with
the merger but do not appear to have been filed as e xhibits.  Please file these exhibits, and
any other material agreements, with your next amendment.
9. We note that Messrs. Misch, Smith, and Zappia, will continue employment with First
PacTrust after the merger has been completed.   To the extent that these i ndividuals will
serve as executive officers, please provide the information required by Item 18(a)(7).

10. We note your disclosure that “Richard Pachulski, a member of the board of directors of
PBOC, has agreed to serve as the Chairman of a new Advisory Boa rd to be formed by
First PacTrust.”   Please revise your disclosure to clarify whether this is a Board position,
and executive officer position, or a consulting arrangement and what, if any,
compensation is anticipated.   Please file any agreement memorializ ing this arrangement
with your next amendment.

John C. Grosvenor
First PacTrust Bancorp, Inc.
January 30, 2013
Page 3

 Material U. S. Federal Income Tax Consequences of the Merger, page 80
11. Please revise to make clear this discussion is the opinion of Wachtell or based on an
opinion that has been filed, not one to be deliv ered at closing.
Where You Can Find More Information, page 117
12. You can only incorporate future proxy statements into Form S -4; please revise.
Form 10 -K for the Year Ended December 31, 2011
Lending Activities, page 3

13. Please revise future filings to provide  a more detailed discussion of your Green Accounts,
including their significant features and how they compare to your other equity line
products.
14. Considering the different types of loans in your Green Account portfolio, please revise
future filings to incl ude a tabular presentation of the loans included in it.
15. Regarding your numerous interest only products, please revise filings to provide a tabular
presentation that disaggregates them by loan/product type and that identifies when they
become fully amortizi ng.  Discuss how your policies and procedures capture the risks
associated with the increased payment requirements borrowers will have when the loans
begin to amortize.
16. Please revise future filings to discuss why filing Call Reports should allow you to better
reflect the terms and characteristics of Green Accounts mortgage loans.
17. Please revise future filings to disclose the percentage of HELCO’s in which you own the
first deed of trust.  Describe the procedures you follow for monitoring credit quality fo r
those HELCO’s where you do not own the first deed of trust.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accur acy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

John C. Grosvenor
First PacTrust Bancorp, Inc.
January 30, 2013
Page 4

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Paul Cline  at (202) 551 -3851 or John Nolan  at (202) 551 - 3492 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kate McHale  at (202) 551 -3464 or me at (202) 551 -3698  with any other questions.

Sincerely ,

 /s/Mark Webb

Mark Webb
Legal Branch Chief

cc. Via E -mail
 Matthew Guest, Esq.
 Wachtell, Lipton, Rosen, & Katz