SEC Form 4 · accession 0001140361-15-000162
PALMETTO BANCSHARES INC · PLMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert Goldstein
Director · 10% Owner · Other
Eugene Ludwig
Director · 10% Owner · Other
CapGen Capital Group V LLC
Director · 10% Owner · Other
CapGen Capital Group V LP
Director · 10% Owner · Other
John P Sullivan
Director · 10% Owner · Other
Period of report
Jan 1, 2015
Accepted (ET)
Jan 2, 2015 · 6:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000706874
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 | Jan 1, 2015 | A | 119 | $0.00 | A | 1,347 | D | |
| Common Stock, par value $0.01 per shareF2 | Jan 1, 2015 | A | 119 | $0.00 | A | 1,347 | D | |
| Common Stock, par value $0.01 per shareF3 | Jan 1, 2015 | A | 958 | $0.00 | A | 5,727,621 | D | |
| Common Stock, par value $0.01 per shareF4,F5,F6,F7,F8 | Jan 1, 2015 | A | 958 | $0.00 | A | 5,727,621 | I | Held by CapGen Capital Group V LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Robert B. Goldstein directly owns such shares of the common stock, par value $0.01 (the "Common Stock") of Palmetto Bancshares, Inc. (the "Issuer"), which represent 20% of a retainer paid in Common Stock by the Issuer to Mr. Goldstein for his service as a member of the board of directors of the Issuer. Pursuant to an arrangement with CapGen Capital Group V LP ("CapGen LP"), any grants of Common Stock to Mr. Goldstein for his service as director are split 80/20 with CapGen LP.
- F2John P. Sullivan directly owns such shares of Common Stock, which represent 20% of a retainer paid in Common Stock by the Issuer to Mr. Sullivan for his service as a member of the board of directors of the Issuer. Pursuant to an arrangement with CapGen LP, any grants of Common Stock to Mr. Sullivan for his service as director are split 80/20 with CapGen LP.
- F3CapGen LP directly owns such shares of Common Stock, which represent 80% of a retainer paid in Common Stock by the Issuer to each of Messrs. Goldstein and Sullivan for their service as members of the board of directors of the Issuer as referenced in Notes 1 and 2 above.
- F4These shares represent the 80% retainer referenced in Note 3.
- F5As the sole general partner of CapGen LP, CapGen Capital Group V LLC ("CapGen LLC") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest.
- F6As the managing member of CapGen LLC, Eugene A. Ludwig may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Ludwig disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
- F7As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Goldstein disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
- F8As a member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Sullivan may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Sullivan disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
Remarks
On October 12, 2010, the Issuer appointed Messrs. Robert Goldstein and John Sullivan to the board of directors. CapGen LP, CapGen LLC and Mr. Ludwig disclaim their status as directors by deputization by virtue of Messrs. Goldstein's and Sullivan's positions as members of the board of directors of the Issuer.