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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
RESTRICTED STOCK UNITS | $ 0 | 05/10/2016 | A | 598.0861 | (3) | (3) | COMMON STOCK | 598.0861 | $ 0 | 598.0861 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COOPER BRADLEY E 142 WEST 57TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | X | ||
Capital Z Partners Centrue AIV, L.P. 142 WEST 57TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | |||
Capital Z Partners III GP, L.P. 142 WEST 57TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X | |||
Capital Z Partners III GP, Ltd. 142 WEST 57TH STREET, 3RD FLOOR NEW YORK, NY 10019 |
X |
/s/ Bradley E. Cooper | 05/12/2016 | |
**Signature of Reporting Person | Date | |
/s/ Craig Fisher, General Counsel - Authorized Signatory for Capital Z Partners Centrue AIV, L.P. | 05/12/2016 | |
**Signature of Reporting Person | Date | |
/s/ Craig Fisher, General Counsel - Authorized Signatory for Capital Z Partners III GP, L.P. | 05/12/2016 | |
**Signature of Reporting Person | Date | |
/s/ Craig Fisher, General Counsel - Authorized Signatory for Capital Z Partners III GP, Ltd. | 05/12/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Directly owned by Capital Z Partners Centrue AIV, L.P. ("Capital Z Centrue"). Capital Z Partners III GP, L.P. ("Capital Z III GP LP") is the general partner of Capital Z Centrue. Capital Z Partners III GP, Ltd. ("Capital Z III GP LTD") is the general partner of Capital Z III GP LP and the ultimate general partner of Capital Z Centrue. Each of Capital Z III GP LP, Capital Z III GP LTD and Capital Z Centrue disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity. |
(2) | Bradley E. Cooper, a director of the Issuer, is a limited partner of Capital Z III GP LP and is an officer and director of Capital Z III GP LTD. Mr. Cooper disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest in an indeterminate portion of the securities beneficially owned by such other entities. |
(3) | Restricted stock units ("RSUs") granted to Mr. Cooper under the Issuer's 2015 Stock Compensation Plan. Two-thirds of the RSUs are scheduled to vest on May 10, 2018 and one-third are scheduled to vest on May 10, 2019. Pursuant to the award agreement relating to the RSUs, Mr. Cooper has assigned all beneficial ownership in the RSUs to Capital Z Partners Management, LLC, an affiliate of Capital Z III GP LTD and an entity for which Mr. Cooper is a partner and director. |