SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

MERLO MARK G

(Last)

(First)

(Middle)

C/O FIRST NBC BANK HOLDING COMPANY

210 BARONNE STREET

(Street)

NEW ORLEANS

70112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2013

3. Issuer Name and Ticker or Trading Symbol
First NBC Bank Holding Co [ NBCB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	1,287,241	I	BY CASTLE CREEK CAPITAL FUND IV⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES C CONVERTIBLE PREFERRED STOCK	⁽²⁾	⁽²⁾	COMMON STOCK	916,841	⁽²⁾	I	BY CASTLE CREEK CAPITAL FUND IV⁽¹⁾
STOCK OPTIONS (RIGHT TO BUY)	⁽³⁾	05/24/2022	COMMON STOCK	12,000	$14.88	I	BY CASTLE CREEK CAPITAL FUND IV⁽¹⁾

Explanation of Responses:

1. MR. MERLO IS A PRINCIPAL OF CASTLE CREEK PARTNERS IV, L.P., THE GENERAL PARTNER OF CASTLE CREEK CAPITAL FUND IV, AND EXERCISES CONTROL OVER THE SHARES. MR. MERLO DISCLAIMS BENEFICIAL OWNERSHIP, EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN.

2. EACH SHARE OF SERIES C CONVERTIBLE PREFERRED STOCK IS SUBJECT TO CONVERSION, ON A ONE-FOR-ONE BASIS (SUBJECT TO ADJUSTMENT IN CERTAIN EVENTS, INCLUDING COMBINATIONS OR DIVISIONS OF COMMON STOCK) BY THE HOLDER, AND UPON REQUEST BY FIRST NBC BANK HOLDING COMPANY, AT ANY TIME PROVIDED THAT, UPON CONVERSION, THE HOLDER TOGETHER WITH ITS AFFILIATES WILL NOT OWN OR CONTROL IN THE AGGREGATE MORE THAN 9.9% OF THE ISSUED AND OUTSTANDING COMMON STOCK OF FIRST NBC BANK HOLDING COMPANY.

3. OPTIONS VEST IN FIVE EQUAL ANNUAL INSTALLMENTS BEGINNING ON 05/24/2013 AND WILL BE FULLY EXERCISABLE ON 05/24/2017.

	/s/ WILLIAM M. ROOHI, AS ATTORNEY-IN-FACT	05/09/2013
	** 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 5 (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.
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