SEC Form 4 · accession 0000947871-16-001162
CENTRUE FINANCIAL CORP · CFCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bradley E Cooper
Director · 10% Owner
Capital Z Partners III GP, L.P.
10% Owner
Capital Z Partners III GP, Ltd.
10% Owner
Capital Z Partners Centrue AIV, L.P.
10% Owner
Period of report
May 10, 2016
Accepted (ET)
May 12, 2016 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001019650
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1,F2 | holding | — | — | — | 1,533,333 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITSF3 | $0.00 | May 10, 2016 | A | 598 | A | — | — | COMMON STOCK | 598 | 598 | D |
Explanation of responses
- F1Directly owned by Capital Z Partners Centrue AIV, L.P. ("Capital Z Centrue"). Capital Z Partners III GP, L.P. ("Capital Z III GP LP") is the general partner of Capital Z Centrue. Capital Z Partners III GP, Ltd. ("Capital Z III GP LTD") is the general partner of Capital Z III GP LP and the ultimate general partner of Capital Z Centrue. Each of Capital Z III GP LP, Capital Z III GP LTD and Capital Z Centrue disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.
- F2Bradley E. Cooper, a director of the Issuer, is a limited partner of Capital Z III GP LP and is an officer and director of Capital Z III GP LTD. Mr. Cooper disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest in an indeterminate portion of the securities beneficially owned by such other entities.
- F3Restricted stock units ("RSUs") granted to Mr. Cooper under the Issuer's 2015 Stock Compensation Plan. Two-thirds of the RSUs are scheduled to vest on May 10, 2018 and one-third are scheduled to vest on May 10, 2019. Pursuant to the award agreement relating to the RSUs, Mr. Cooper has assigned all beneficial ownership in the RSUs to Capital Z Partners Management, LLC, an affiliate of Capital Z III GP LTD and an entity for which Mr. Cooper is a partner and director.