Amended Statement of Beneficial Ownership (sc 13d/a)
November 16 2015 - 5:18PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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SEACOAST BANKING CORPORATION OF FLORIDA
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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811707306
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(CUSIP Number)
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John Caughey
CapGen Capital Group III LP
120 West 45th Street
Suite 1010
New York, New York 10036
(212) 542-6868
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Copy to:
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Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 13, 2015
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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1
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NAMES OF REPORTING PERSONS
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CapGen Capital Group III LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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7,463,141
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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7,463,141
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,463,141
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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1
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NAMES OF REPORTING PERSONS
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CapGen Capital Group III LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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7,463,141
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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7,463,141
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,463,141
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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1
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NAMES OF REPORTING PERSONS
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Eugene A. Ludwig
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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7,463,141
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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7,463,141
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,463,141
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.7%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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1
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NAMES OF REPORTING PERSONS
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Robert Goldstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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65,422(1)
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8
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SHARED VOTING POWER
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7,463,141
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9
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SOLE DISPOSITIVE POWER
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65,422(1)
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10
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SHARED DISPOSITIVE POWER
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7,463,141
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,528,563
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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(1)
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Includes 12,437 shares of Common Stock held in a retirement account for a relative over which Mr. Goldstein has sole voting and dispositive power. |
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1
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NAMES OF REPORTING PERSONS
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John P. Sullivan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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9,950
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8
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SHARED VOTING POWER
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7,463,141
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9
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SOLE DISPOSITIVE POWER
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9,950
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10
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SHARED DISPOSITIVE POWER
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7,463,141
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,473,091
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.8%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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1
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NAMES OF REPORTING PERSONS
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John W. Rose
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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49,373
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8
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SHARED VOTING POWER
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7,463,141
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9
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SOLE DISPOSITIVE POWER
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49,373
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10
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SHARED DISPOSITIVE POWER
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7,463,141
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,512,514
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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_______________
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*
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The calculation of the foregoing is based on 34,346,456 shares of Common Stock (as defined herein) outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
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EXPLANATORY NOTE
The Reporting Persons are filing this Amendment No. 13 on Schedule 13D (this “Amendment No. 13”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, Amendment No. 2 filed on May 7, 2010, Amendment No. 3 filed on July 26, 2010, Amendment No. 4 filed on April 22, 2013, Amendment No. 5 filed on July 26, 2013, Amendment No. 6 filed on November 7, 2013, Amendment No. 7 filed on January 15, 2014, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on October 3, 2014, Amendment No. 10 filed on October 14, 2014 Amendment No. 11 filed on August 26, 2015, and Amendment No. 12 filed on September 14, 2015, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.
Item 5. Interest in Securities of the Issuer
Item 5 of the 13D Filing is hereby amended and restated in its entirety as follows:
(a) and (b)
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Amount Beneficially Owned
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Percent of Class* |
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Sole Power to Vote or Direct the Vote |
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Shared Power to Vote or Direct the Vote |
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Sole Power to Dispose or Direct the Disposition |
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Shared Power to Dispose or Direct the Disposition |
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CapGen Capital Group III LP
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7,463,141 |
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21.7 |
% |
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7,463,141 |
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0 |
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7,463,141 |
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0 |
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CapGen Capital Group III LLC
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7,463,141 |
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21.7 |
% |
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7,463,141 |
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0 |
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7,463,141 |
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0 |
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| |
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Eugene A. Ludwig
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7,463,141 |
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21.7 |
% |
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0 |
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7,463,141 |
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0 |
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7,463,141 |
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| |
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Robert Goldstein
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7,528,563 |
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21.9 |
% |
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65,422 |
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7,463,141 |
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65,422 |
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7,463,141 |
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| |
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John P. Sullivan
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7,473,091 |
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21.8 |
% |
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9,950 |
|
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7,463,141 |
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9,950 |
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7,463,141 |
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| |
|
|
|
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|
|
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|
|
|
|
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John W. Rose
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7,512,514 |
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21.9 |
% |
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49,373 |
|
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|
7,463,141 |
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49,373 |
|
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7,463,141 |
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* The calculation of the percentage of outstanding shares is based on 34,346,456 shares of Common Stock outstanding as of September 30, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.
(c) On November 13, 2015, the CapGen LP sold an aggregate of 500,000 shares of Common Stock of the Issuer in a block trade at a price of $14.62 per share.
(d) Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer referred to in this Item 5.
(e) Not Applicable
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Item 7.
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Material to be Filed as Exhibits
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|
Item 7 of the 13D Filing is hereby amended and supplemented by adding the following:
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Exhibit 21
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Joint Filing Agreement, dated November 16, 2015, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 16, 2015
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CAPGEN CAPITAL GROUP III LP
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By:
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CAPGEN CAPITAL GROUP III LLC,
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its general partner
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| |
By:
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/s/ Eugene A. Ludwig
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| |
Name:
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Eugene A. Ludwig
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| |
Title:
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Managing Member
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CAPGEN CAPITAL GROUP III LLC
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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| |
Title:
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Managing Member
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EUGENE A. LUDWIG
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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ROBERT GOLDSTEIN
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By:
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/s/ Robert Goldstein
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| |
Name:
|
Robert Goldstein
|
| |
JOHN P. SULLIVAN
|
| |
|
| |
By:
|
/s/ John P. Sullivan
|
| |
Name:
|
John P. Sullivan
|
| |
JOHN W. ROSE
|
| |
|
| |
By:
|
/s/ John W. Rose
|
| |
Name:
|
John W. Rose
|
|
|
ATTENTION
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
|
EXHIBIT INDEX
|
Exhibit 21
|
Joint Filing Agreement, dated November 16, 2015, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.
|
10
Exhibit 21
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13D dated November 16, 2015 with respect to the common stock of Seacoast Banking Corporation of Florida is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: November 16, 2015
| |
CAPGEN CAPITAL GROUP III LP
|
| |
|
|
| |
By:
|
CAPGEN CAPITAL GROUP III LLC,
|
| |
|
its general partner
|
| |
By:
|
/s/ Eugene A. Ludwig
|
| |
Name:
|
Eugene A. Ludwig
|
| |
Title:
|
Managing Member
|
| |
CAPGEN CAPITAL GROUP III LLC
|
| |
|
| |
By:
|
/s/ Eugene A. Ludwig
|
| |
Name:
|
Eugene A. Ludwig
|
| |
Title:
|
Managing Member
|
| |
EUGENE A. LUDWIG
|
| |
|
| |
By:
|
/s/ Eugene A. Ludwig
|
| |
Name:
|
Eugene A. Ludwig
|
| |
ROBERT GOLDSTEIN
|
| |
|
| |
By:
|
/s/ Robert Goldstein
|
| |
Name:
|
Robert Goldstein
|
| |
JOHN P. SULLIVAN
|
| |
|
| |
By:
|
/s/ John P. Sullivan
|
| |
Name:
|
John P. Sullivan
|
| |
JOHN W. ROSE
|
| |
|
| |
By:
|
/s/ John W. Rose
|
| |
Name:
|
John W. Rose
|
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