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
TriState Capital Holdings, Inc. [ TSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2018 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, no par value | 05/25/2018 | S | 1,521,535(1) | D | $25.71(2) | 1,852,158 | I | By LM III TriState Holdings LLC(3)(5) | ||
Common Stock, no par value | 05/25/2018 | S | 678,465(1) | D | $25.71(2) | 825,891 | I | By LM III-A TriState Holdings LLC(4)(5) |
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. Represents shares of TriState Capital Holdings, Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering. |
2. Represents the sale price to the underwriters in the secondary offering of $25.71 per share. |
3. James E. Minnick is a member of the board of directors of the Issuer. Mr. Minnick is also the co-chairman of Lovell Minnick Partners LLC ("LMP"). LMP is the managing member of Fund III UGP LLC ("UGP"), which is the general partner of Lovell Minnick Equity Advisors III LP ("LMEA III"), which is, in turn, the general partner of Lovell Minnick Equity Partners III LP ("LMEP III"). LMEP III is the managing member of LM III TriState Holdings LLC ("LM III TSH"), which is the record holder of the reported shares. As a result, each of Mr. Minnick, LMP, UGP, LMEA III, LMEP III and LM III TSH may be deemed to share beneficial ownership of the reported shares. |
4. Mr. Minnick is a member of the board of directors of the Issuer. Mr. Minnick is also the co-chairman of LMP. LMP is the managing member of UGP, which is the general partner of LMEA III, which is, in turn, the general partner of Lovell Minnick Equity Partners III-A LP ("LMEP-A III"). LMEP III-A is the managing member of LM III-A TriState Holdings LLC ("LM III-A TSH"), which is the record holder of the reported shares. As a result, each of Mr. Minnick, LMP, UGP, LMEA III, LMEP-A III, and LM III-A TSH may be deemed to share beneficial ownership of the reported shares. |
5. Each of the foregoing persons in footnotes 3 and 4 expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein. |
Remarks: |
Lovell Minnick Partners LLC, by /s/ James E. Minnick, its co-chairman | 05/25/2018 | |
** 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. |