SEC Form 4 · accession 0001140361-15-028462
SEACOAST BANKING CORP OF FLORIDA · SBCF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John W Rose
Director · 10% Owner · Other
Robert Goldstein
Director · 10% Owner · Other
Eugene Ludwig
Director · 10% Owner
CapGen Capital Group III LP
Director · 10% Owner · Other
CapGen Capital Group III LLC
Director · 10% Owner · Other
John P Sullivan
Director · 10% Owner · Other
Period of report
Jul 21, 2015
Accepted (ET)
Jul 23, 2015 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000730708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.10 per shareF1,F3 | Jul 21, 2015 | A | 479 | $15.69 | A | 52,985 | D | |
| Common Stock, par value $0.10 per shareF2,F4,F5,F6,F7 | Jul 21, 2015 | A | 1,912 | $15.69 | A | 7,963,141 | I | Held by CapGen Capital Group III LP |
| Common Stock, par value $0.10 per shareF8 | holding | — | — | — | 12,437 | I | See Footnote. | |
| Common Stock, par value $0.10 per shareF9 | holding | — | — | — | 9,950 | D | ||
| Common Stock, par value $0.10 per shareF10 | holding | — | — | — | 49,373 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Robert Goldstein directly owns such shares of the common stock, par value $0.10 per share (the "Common Stock") of Seacoast Banking Corporation of Florida (the "Issuer"), which represent 20% of a grant 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 III LP ("CapGen III"), any grants of Common Stock to Mr. Goldstein for his service as director are split 80/20 with CapGen III.
- F10Mr. Rose directly owns the shares reported in this row.
- F2CapGen III directly owns such shares of Common Stock, which represent 80% of a grant paid in Common Stock by the Issuer to Mr. Goldstein for his service as a member of the board of directors of the Issuer as referenced in Note 1.
- F3Mr. Goldstein directly owns the shares reported in this row.
- F4CapGen Capital Group III LLC ("CapGen LLC") is the sole general partner of CapGen III. Mr. Eugene A. Ludwig is the managing member of CapGen LLC. As the sole general partner of CapGen III, CapGen LLC may be deemed to be the indirect beneficial owner of the shares of Common Stock on this row 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.
- F5As the managing member of CapGen LLC, Mr. Ludwig may be deemed to be the indirect beneficial owner of the shares of Common Stock under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of CapGen LLC, the general partner of CapGen III, Mr. Sullivan may be deemed to be the indirect beneficial owner of the shares of Common Stock under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen III, Mr. Rose may be deemed to be the indirect beneficial owner of the shares of Common Stock under Rule 16a-1(a)(2) promulgated under the Exchange Act.
- F6As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen III, 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.
- F7Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Ludwig, Mr. Sullivan, Mr. Rose and Mr. Goldstein disclaim that they are the beneficial owners of such shares, except to the extent of their pecuniary interests.
- F8The shares reported in this row are held in a retirement account over which Mr. Goldstein holds discretionary authority.
- F9Mr. Sullivan directly owns the shares reported in this row.
Remarks
CapGen III, CapGen LLC, Mr. Ludwig, Mr. Sullivan and Mr. Rose disclaim their status as directors by deputization by virtue of Mr. Goldstein's position as a member of the board of directors of the Issuer.