FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BNC BANCORP [ BNCN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Series B-1 Preferred Stock | 06/08/2012 | A | 21,115 | A | $1,000 | 21,115(3) | D(1)(2) | |||
Series C Preferred Stock | 06/08/2012 | A | 4,300 | A | $1,000 | 4,300(4) | D(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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. The reported securities are owned directly by Aquiline BNC Holdings LLC. The reported securities are owned indirectly by Aquiline Financial Services Fund L.P., as member of Aquiline BNC Holdings LLC; Aquiline Financial Services Fund (Offshore) L.P., as member of Aquiline BNC Holdings LLC; Aquiline Capital Partners GP (Offshore) Ltd., as general partner of Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Holdings (Offshore) L.P., as member of Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings GP (Offshore) Ltd. as general partner of Aquiline Holdings (Offshore) L.P.; Aquiline Capital Partners LLC, as investment advisor to Aquiline Financial Services Fund (Offshore) L.P and as investment advisor to Aquiline Financial Services Fund L.P; (continued in next footnote) |
2. (continued from previous footnote) Aquiline Holdings LLC as member of Aquiline Capital Partners LLC; Aquiline Capital Partners GP LLC as general partner of Aquiline Financial Services Fund L.P.; Aquiline Holdings LP as member of Aquiline Holdings LLC; Aquiline Holdings GP Inc., as general partner of Aquiline Holdings LP; Aquiline Holdings II LLC as member of Aquiline Capital Partners GP LLC; and Jeffrey Greenberg as member of Aquiline Holdings II LLC, as the controlling shareholder of Aquiline Holdings GP Inc., as the controlling shareholder of Aquiline Holdings GP (Offshore) Ltd. and as limited partner of Aquiline Holdings LP, each of which disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
3. The shares of Series B-1 Preferred Stock will be mandatorily convertible into shares of non-voting common stock of the issuer without consideration, upon receipt of shareholder approval of the conversion, as required under Rule 5635 of the NASDAQ Marketplace Rules, at a conversion price of $7.00035, subject to adjustment. The Series B-1 Preferred Stock is redeemable by the issuer after June 30, 2017. The Series B-1 Preferred Stock has no expiration date. Pursuant to its terms, the non-voting common stock issuable upon conversion of the shares of the Series B-1 Preferred Stock will never be convertible in the hands of Aquiline BNC Holding LLC or its affiliates. |
4. The shares of Series C Preferred Stock will be mandatorily convertible into shares of voting common stock of the issuer without consideration, upon receipt of shareholder approval of the conversion, as required under Rule 5635 of the NASDAQ Marketplace Rules, at a conversion price of $7.00035, subject to adjustment. The Series C Preferred Stock is redeemable by the issuer after June 30, 2017. The Series C Preferred Stock has no expiration date. |
Remarks: |
/s/ Geoffrey Kalish | 06/11/2012 | |
** 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. | ||
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 Number. |