SEC Form 4 · accession 0001104659-17-039005
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
Period of report
Jun 9, 2017
Accepted (ET)
Jun 13, 2017 · 6:22 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 StockF3,F1,F2 | Jun 9, 2017 | D | 1,533,333 | — | D | 0 | 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 UnitsF4 | $0.00 | Jun 9, 2017 | D | 598 | D | — | Jun 9, 2017 | Common Stock | 598 | 0 | 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 any indirect pecuniary interest in an indeterminate portion of the securities beneficial owned by such other entities.
- F3Disposed of pursuant to the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the per share value as set forth in the merger agreement.
- F4Each Restricted Stock Unit was vested in connection with the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the Per Share Value as set forth in the merger agreement.