SEC Form 4 · accession 0000950103-17-009053
Capital Bank Financial Corp. · CBF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CRESTVIEW PARTNERS II (FF) LP
Director
CRESTVIEW PARTNERS II (TE) LP
Director
CRESTVIEW PARTNERS II LP
Director
Crestview Partners II GP, L.P.
Director
Crestview-NAFH, LLC
Director
Crestview Advisors, L.L.C.
Director
Period of report
Sep 18, 2017
Accepted (ET)
Sep 20, 2017 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001479750
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F5,F6 | Sep 18, 2017 | S | 10,270 | $38.00 | D | 2,573,490 | I | See footnotes |
| Class B Non-Voting Common StockF2,F4,F5,F6 | Sep 18, 2017 | S | 2,489,730 | $38.00 | D | 7,072,958 | I | See footnotes |
| Class A Common StockF1,F4,F5,F6 | Sep 19, 2017 | S | 2,230 | $38.10 | D | 2,571,260 | I | See footnotes |
| Class B Non-Voting Common StockF2,F4,F5,F6 | Sep 19, 2017 | S | 540,632 | $38.10 | D | 6,532,326 | I | See footnotes |
| Class A Common StockF3,F4,F5,F6 | Sep 19, 2017 | M | 25,000 | $20.00 | A | 2,596,260 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3,F4,F5,F6 | $20.00 | Sep 19, 2017 | M | 25,000 | D | — | Dec 22, 2019 | Class A Common Stock | 25,000 | 0 | I |
Explanation of responses
- F1Reflects the sale by Crestview Advisors, L.L.C., of 10,270 shares of Class A Common Stock of the Issuer ("Class A Shares") on September 18, 2017 and 2,230 Class A Shares on September 19, 2017.
- F2Reflects the sale by Crestview-NAFH, LLC, of 2,489,730 shares of Class B Non-Voting Common Stock of the Issuer ("Class B Shares" and, together with Class A Shares, "Common Stock") on September 18, 2017 and 540,632 Class B Shares on September 19, 2017, in each case that were directly held Crestview-NAFH, LLC.
- F3Reflects the exercise of stock options to purchase 25,000 Class A Shares granted by the Issuer to Crestview Advisors, L.L.C. on March 16, 2011 in respect of service on the Issuer's Board of Directors by Richard M. DeMartini, a Managing Director of Crestview Advisors, L.L.C. The stock options previously vested in two equal installments on each of December 22, 2011 and December 22, 2012.
- F4Crestview-NAFH, LLC directly beneficially owns 2,558,760 Class A Shares and 6,532,326 Class B Shares. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 9,091,086 shares of Common Stock directly owned by Crestview-NAFH, LLC. Crestview Advisors, L.L.C. directly beneficially owns 37,500 Class A Shares received in respect of service on the Issuer's board of directors by Mr. DeMartini.
- F5Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Each of the Crestview Funds is a member of Crestview-NAFH, LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds.
- F6Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Remarks
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.