SEC FORM 4

SEC Form 4

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^*

Aquiline BNC Holdings LLC

(Last)

(First)

(Middle)

535 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BNC BANCORP [ BNCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2012		M⁽⁴⁾		614,255	A	$7.0004	1,507,054	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Preferred Stock	$7.0004	07/20/2012		M⁽³⁾			21,115	07/20/2012	⁽³⁾	Non-voting Common Stock	3,016,277	⁽³⁾	0	D⁽¹⁾⁽²⁾
Series C Preferred Stock	$7.0004	07/20/2012		M⁽⁴⁾			4,300	07/20/2012	⁽⁴⁾	Common Stock	614,255	⁽⁴⁾	0	D⁽¹⁾⁽²⁾
Non-voting Common Stock	⁽⁵⁾	07/20/2012		M⁽³⁾		3,016,277		⁽⁵⁾	⁽⁵⁾	Common Stock	3,016,277	⁽³⁾	3,016,277	D⁽¹⁾⁽²⁾

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. and as the controlling shareholder of Aquiline Holdings GP (Offshore) Ltd., each of which disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. On July 20, 2012, the Series B-1 Preferred Stock automatically converted into shares of non-voting common stock of the issuer without consideration, at a conversion price of $7.00035. The Series B-1 Preferred Stock had no expiration date.

4. On July 20, 2012, the Series C Preferred Stock automatically converted into shares of voting common stock of the issuer without consideration, at a conversion price of $7.00035. The Series C Preferred Stock had no expiration date.

5. The non-voting common stock is convertible into an equal number of shares of voting common stock without consideration but, pursuant to its terms, will never be convertible in the hands of Aquiline BNC Holding LLC or its affiliates. The non-voting common stock has no expiration date.

Remarks:

Aquiline BNC Holdings LLC; by Aquiline Financial Services Fund L.P., member of Aquiline BNC Holdings LLC; by Aquiline Capital Partners GP LLC, general partner of Aquiline Financial Services Fund L.P., by Geoffrey Kalish, authorized signatory of Aquiline Capital Partners GP LLC.

	/s/ Geoffrey Kalish	07/20/2012
	** Signature of Reporting Person	Date
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