SEC Form 4 · accession 0001140361-15-015380
NewStar Financial, Inc. · NEWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Corsair Capital LLC
10% Owner
Period of report
Jun 3, 2014
Accepted (ET)
Apr 14, 2015 · 7:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001373561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F4,F5,F6 | Jun 3, 2014 | X | 200,174 | $10.90 | A | 9,704,972 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF3,F2,F1,F4,F5,F6 | Jun 3, 2014 | S | 166,557 | $13.10 | D | 9,538,415 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F4,F5,F6 | $10.90 | Jun 3, 2014 | X | 200,174 | D | — | — | Common Stock | 200,174 | 0 | I |
Explanation of responses
- F1Reflects the exercise of a warrant held directly by Corsair II Capital Partners, L.P. (f/k/a J.P. Morgan Corsair II Capital Partners, L.P.) ("Corsair II").
- F2Consists of (a) 5,538,415 shares held directly by Corsair II, (b) 3,812,268 shares held directly by Corsair III Financial Services Capital Partners, L.P. ("Corsair III"), and (c) 187,732 shares held directly by Corsair III Financial Services Offshore 892 Partners, L.P. ("Corsair III Offshore").
- F3Reflects the withholding of shares to pay the exercise price in connection with the exercise of the warrant reported herein.
- F4Corsair III Management, L.P. is the General Partner of Corsair III and Corsair III Offshore. The Reporting Person is the General Partner of Corsair III Management, L.P. The General Partner of Corsair II is Corsair II, L.P., the General Partner of Corsair II, L.P. is Corsair II, L.L.C., and the Managing Member of Corsair II, L.L.C. is Corsair PTJB, LLC. The Reporting Person is the Manager of Corsair PTJB, LLC.
- F5The Reporting Person is filing solely in its capacity as General Partner of Corsair III Management, L.P. and as Manager of Corsair PTJB, LLC. By reason of the provisions of Rule 13d-3(a) of the Securities Exchange Act of 1934, the Reporting Person and Corsair III Management L.P. may be deemed to beneficially own the securities held by Corsair III and Corsair III Offshore, although each of the Reporting Person and Corsair III Management L.P., respectively, disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. (Text continues in Note 6).
- F6(Text continued from Note 5) By reason of the provisions of Rule 13d-3(a) of the Securities Exchange Act of 1934, the Reporting Person, Corsair II, L.P., Corsair II, L.L.C. and Corsair PTJB, LLC may be deemed to beneficially own the securities held by Corsair II, although each of the Reporting Person, Corsair II, L.P., Corsair II, L.L.C. and Corsair PTJB, LLC, respectively, disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. The Reporting Person holds the securities indirectly through Corsair II, Corsair III and Corsair III Offshore.