Statement of Changes in Beneficial Ownership (4)
January 03 2019 - 1:43PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
EVANS JOSEPH W
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2. Issuer Name
and
Ticker or Trading Symbol
STATE BANK FINANCIAL CORP
[
STBZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
3399 PEACHTREE ROAD NE, SUITE 1900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2018
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(Street)
ATLANTA, GA 30326
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK
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12/28/2018
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G
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V
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40000
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D
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$0
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354189
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D
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COMMON STOCK
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12/28/2018
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G
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V
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40000
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A
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$0
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40000
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I
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By trust
(1)
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COMMON STOCK
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1/1/2019
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D
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354189
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D
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(2)
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0
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D
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COMMON STOCK
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1/1/2019
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D
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40000
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D
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(3)
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0
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I
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By trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On December 28, 2018, the reporting person contributed 40,000 shares of State Bank Financial Corporation ("STBZ") common stock to a charitable remainder trust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all the STBZ common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest.
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(2)
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Disposed of pursuant to an agreement and plan of merger between STBZ and Cadence Bancorporation ("Cadence") in exchange for 450,174 shares of Cadence Class A common stock having a market value of $16.78 per share as of December 31, 2018, the last trading day before the effective date of the merger, which represents an exchange ratio of 1.271 shares of Cadence Class A common stock for each share of STBZ common stock.
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(3)
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Disposed of pursuant to an agreement and plan of merger between STBZ and Cadence Bancorporation ("Cadence") in exchange for 50,840 shares of Cadence Class A common stock having a market value of $16.78 per share as of December 31, 2018, the last trading day before the effective date of the merger, which represents an exchange ratio of 1.271 shares of Cadence Class A common stock for each share of STBZ common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EVANS JOSEPH W
3399 PEACHTREE ROAD NE
SUITE 1900
ATLANTA, GA 30326
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X
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Chief Executive Officer
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Signatures
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/s/ State Bank Financial Corporation by POA
By: Matthew Roux, Financial Reporting Manager
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1/3/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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