SEC Form 4 · accession 0001461755-17-000038
Atlantic Capital Bancshares, Inc. · ACBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian D. Jones
Director
Period of report
Feb 16, 2017
Accepted (ET)
Feb 17, 2017 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001461755
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 16, 2017 | J | 1,707,253 | $0.00 | D | 955,078 | I | By BCP Fund I Southeast Holdings, LLC |
| Common StockF1,F2 | Feb 16, 2017 | J | 1,707,253 | $0.00 | A | 1,707,253 | I | By BankCap Partners Fund I, L.P. |
| Common StockF1,F2 | Feb 16, 2017 | J | 1,707,253 | $0.00 | D | 0 | I | By BankCap Partners Fund I, L.P. |
| Common StockF1,F2 | Feb 16, 2017 | J | 16,472 | $0.00 | A | 27,453 | I | By BankCap Partners GP, L.P. |
| Common StockF2 | Feb 16, 2017 | X | 350,000 | $10.00 | A | 1,305,078 | I | By BCP Fund I Southeast Holdings, LLC |
| Common StockF2 | Feb 16, 2017 | S | 179,949 | $19.45 | D | 1,125,129 | I | By BCP Fund I Southeast Holdings, LLC |
| Common Stock | Feb 16, 2017 | M | 5,000 | $10.00 | A | 11,473 | D | |
| Common Stock | Feb 16, 2017 | F | 2,571 | $19.45 | D | 8,902 | D |
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)F2 | $10.00 | Feb 16, 2017 | X | 350,000 | D | May 14, 2007 | May 14, 2017 | Common Stock | 350,000 | 0 | I |
| Stock Option (Right to Buy)F6 | $10.00 | Feb 16, 2017 | M | 5,000 | D | May 14, 2007 | May 14, 2017 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1On February 16, 2017, BCP Fund I Southeast Holdings, LLC ("BCP Fund LLC") distributed, for no consideration, 1,707,253 shares of Common Stock of the issuer (the "Shares") to BankCap Partners Fund I, L.P. ("BankCap Partners Fund"), representing BankCap Partners Fund's interest in the Shares held by BCP Fund LLC, as the sole member of BCP Fund LLC (the "BCP Fund Distribution"). On the same date, BankCap Partners Fund distributed, for no consideration, the Shares it received from the BCP Fund Distribution to its partners in an amount equal to each such partner's pro rata interest in the Shares (the "Fund Distribution"). The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F2The sole member of BCP Fund LLC is BankCap Partners Fund. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Brian D. Jones and Scott A. Reed are the managing members of BankCap LLC.
- F3In connection with the Fund Distribution, BankCap Partners GP received 16,472 share of Common Stock of the issuer.
- F4On February 16, 2017, BCP Fund LLC exercised a warrant to purchase 350,000 shares of Common Stock of the issuer for $10.00 per share. BCP Fund LLC paid the exercise price on a cashless basis, resulting in the issuer withholding 179,949 shares to pay the exercise price and issuing to BCP Fund LLC the remaining 170,051 shares. The issuer also paid $8.05 to BCP Fund LLC in lieu of a fractional share.
- F5On February 16, 2017, Mr. Jones exercised stock options to purchase 5,000 shares of Common Stock of the issuer for $10.00 per share. Mr. Jones paid the exercise price on a cashless basis, resulting in the issuer withholding 2,571 shares to pay the exercise price and issuing to Mr. Jones the remaining 2,429 shares. The issuer also paid $5.95 to Mr. Jones in lieu of a fractional share.
- F6The option became fully vested three years after the date of grant listed.