Amended Statement of Beneficial Ownership (sc 13d/a)
March 17 2017 - 9:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
YADKIN
FINANCIAL CORPORATION
(Name of Issuer)
Voting Common Stock, par value $1.00 per share
(Title of Class of Securities)
984314104
(CUSIP Number)
David Wermuth, Esq.
Stone Point Capital LLC
20 Horseneck Lane
Greenwich, CT 06830
(203) 862-2900
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2017
(Date of Event Which Requires Filing of this Statement)
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. ☐
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*
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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.
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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).
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1.
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Name of
Reporting Person
Trident IV, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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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
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person
PN
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2
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1.
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Name of
Reporting Person
Trident Capital IV, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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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
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person
PN
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3
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1.
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Name of
Reporting Person
Trident IV Professionals Fund, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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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
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person
PN
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4
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1.
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Name of
Reporting Person
Stone Point Capital LLC
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
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
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person
OO
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5
Item 1. Security and the Issuer
The Schedule 13D/A filed on October 15, 2015 relating to the Voting Common Stock, par value $1.00 per share (the “Common
Stock”), of Yadkin Financial Corporation, a Delaware corporation (the “Issuer”) is hereby amended and supplemented as set forth below (the “Amendment No. 2”). The address of the principal executive offices of the Issuer
is 3600 Glenwood Avenue, Suite 300, Raleigh, North Carolina 27612.
Item 4. Purpose of Transaction
Item 4 is hereby amended to include the following.
On March 10, 2017, F.N.B. Corporation (“FNB”) acquired the Issuer. Following the merger of the parent holding companies, the
Issuer has merged with and into FNB’s subsidiary, First National Bank of Pennsylvania.
Item 5. Interest in Securities of the Issuer
(a), (b) Upon the completion of the merger on March 10, 2017, as described in Item 4 above, the Reporting Persons ceased to hold
sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any Issuer shares.
(c) Except as described in Item 4, none of the Reporting Persons has effected any transactions in Common Stock during the past 60 days.
(d) Not applicable.
(e)
Upon consummation of the merger on March 10, 2017, the Reporting Persons ceased to be the beneficial owner of more than 5% of the total amount of outstanding Common Stock.
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: March 16, 2017
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TRIDENT IV, L.P.
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By: Trident Capital IV, L.P., its sole general partner
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By: DW Trident GP, LLC, a general partner
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By:
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/s/ Jacqueline M. Giammarco
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Name:
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Jacqueline M. Giammarco
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Title:
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Vice President
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TRIDENT CAPITAL IV, L.P.
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By: DW Trident GP, LLC, a general partner
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By:
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/s/ Jacqueline M. Giammarco
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Name:
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Jacqueline M. Giammarco
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Title:
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Vice President
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STONE POINT CAPITAL LLC
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By:
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/s/ Jacqueline M. Giammarco
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Name:
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Jacqueline M. Giammarco
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Title:
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Counsel
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TRIDENT IV PROFESSIONALS FUND, L.P.
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By: Stone Point Capital LLC, its manager
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By:
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/s/ Jacqueline M. Giammarco
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Name:
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Jacqueline M. Giammarco
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Title:
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Counsel
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7
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