FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OHCP MGP III, LTD.
2. Issuer Name and Ticker or Trading Symbol

CommunityOne Bancorp [ COB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

65 E. 55TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/26/2016
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, no par value per share   10/26/2016     J (1)    5589136   D   (1) 0   I   See Footnotes   (2) (4) (5)
Common stock, no par value per share   10/26/2016     J (1)    183561   D   (1) 0   I   See Footnotes   (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On October 26, 2016 (the "Closing Date"), pursuant to that Agreement and Plan of Merger, dated as of November 22, 2015 (the "Merger Agreement"), by and between Capital Bank Financial Corp. ("Capital Bank") and CommunityOne Bancorp ("COB"), each share of common stock of COB issued and outstanding immediately prior to the Closing Date (other than Exception Shares (as defined in the Merger Agreement)) was converted into the right to receive, at the election of the holder but subject to proration, either (i) $14.25 in cash without interest, or (ii) 0.4300 shares of Class A Common Stock of Capital Bank (subject to the payment of cash in lieu of fractional shares). On October 26, 2016, each of these shares of common stock of COB was cancelled in exchange for 0.4300 shares of Class A Common Stock of Capital Bank.
( 2)  These securities were held by Oak Hill Capital Partners III, L.P. ("OHCP III").
( 3)  These securities were held by Oak Hill Capital Management Partners III, L.P. ("OHCMP III").
( 4)  The general partner of OHCP III and OHCMP III is OHCP GenPar III, L.P. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd.
( 5)  Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons were the beneficial owners of any securities reported herein.

Remarks:
Exhibit 99.1: Additional Signatures

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OHCP MGP III, LTD.
65 E. 55TH STREET, 32ND FLOOR
NEW YORK, NY 10022

X

Oak Hill Capital Partners III, L.P.
65 E. 55TH STREET, 32ND FLOOR
NEW YORK, NY 10022

X

Oak Hill Capital Management Partners III, L.P.
65 E. 55TH STREET, 32ND FLOOR
NEW YORK, NY 10022

X

OHCP GenPar III, L.P.
65 E. 55TH STREET, 32ND FLOOR
NEW YORK, NY 10022

X

OHCP MGP PARTNERS III, L.P.
65 E. 55TH STREET, 32ND FLOOR
NEW YORK, NY 10022

X


Signatures
OHCP MGP III, Ltd., by: /s/ Caitlin Melchior, as an Authorized Person and not in her individual capacity 10/28/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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