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*
Jones Brian D.

(Last) (First) (Middle)
3280 PEACHTREE ROAD NE, SUITE 1600

(Street)
ATLANTA GA 30305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atlantic Capital Bancshares, Inc. [ ACBI ]
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)
02/16/2017
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)
Code V Amount (A) or (D) Price
Common Stock 02/16/2017 J(1) 1,707,253 D $0(1) 955,078 I By BCP Fund I Southeast Holdings, LLC(2)
Common Stock 02/16/2017 J(1) 1,707,253 A $0(1) 1,707,253 I By BankCap Partners Fund I, L.P.(2)
Common Stock 02/16/2017 J(1) 1,707,253 D $0(1) 0 I By BankCap Partners Fund I, L.P.(2)
Common Stock 02/16/2017 J(1)(3) 16,472 A $0(1) 27,453 I By BankCap Partners GP, L.P.(2)
Common Stock 02/16/2017 X(4) 350,000 A $10 1,305,078 I By BCP Fund I Southeast Holdings, LLC(2)
Common Stock 02/16/2017 S 179,949 D $19.45 1,125,129 I By BCP Fund I Southeast Holdings, LLC(2)
Common Stock 02/16/2017 M(5) 5,000 A $10 11,473 D
Common Stock 02/16/2017 F 2,571 D $19.45 8,902 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $10 02/16/2017 X(4) 350,000 05/14/2007 05/14/2017 Common Stock 350,000 $0 0 I By BCP Fund I Southeast Holdings, LLC(2)
Stock Option (Right to Buy) $10 02/16/2017 M(5) 5,000 05/14/2007(6) 05/14/2017 Common Stock 5,000 $0 0 D
Explanation of Responses:
1. On February 16, 2017, BCP Fund I Southeast Holdings, LLC ("BCP Fund LLC") distributed, for no consideration, 1,707,253 shares of Common Stock of the issuer (the "Shares") to BankCap Partners Fund I, L.P. ("BankCap Partners Fund"), representing BankCap Partners Fund's interest in the Shares held by BCP Fund LLC, as the sole member of BCP Fund LLC (the "BCP Fund Distribution"). On the same date, BankCap Partners Fund distributed, for no consideration, the Shares it received from the BCP Fund Distribution to its partners in an amount equal to each such partner's pro rata interest in the Shares (the "Fund Distribution"). The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
2. The sole member of BCP Fund LLC is BankCap Partners Fund. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Brian D. Jones and Scott A. Reed are the managing members of BankCap LLC.
3. In connection with the Fund Distribution, BankCap Partners GP received 16,472 share of Common Stock of the issuer.
4. On February 16, 2017, BCP Fund LLC exercised a warrant to purchase 350,000 shares of Common Stock of the issuer for $10.00 per share. BCP Fund LLC paid the exercise price on a cashless basis, resulting in the issuer withholding 179,949 shares to pay the exercise price and issuing to BCP Fund LLC the remaining 170,051 shares. The issuer also paid $8.05 to BCP Fund LLC in lieu of a fractional share.
5. On February 16, 2017, Mr. Jones exercised stock options to purchase 5,000 shares of Common Stock of the issuer for $10.00 per share. Mr. Jones paid the exercise price on a cashless basis, resulting in the issuer withholding 2,571 shares to pay the exercise price and issuing to Mr. Jones the remaining 2,429 shares. The issuer also paid $5.95 to Mr. Jones in lieu of a fractional share.
6. The option became fully vested three years after the date of grant listed.
Remarks:
/s/ Brenda S. Bedsole, By Power of Attorney 02/17/2017
** 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).
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