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*
Posner Kenneth A.

(Last) (First) (Middle)
C/O CAPITAL BANK FINANCIAL CORP.
121 ALHAMBRA PLAZA, SUITE 1601

(Street)
CORAL GABLES FL 33134

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2012
3. Issuer Name and Ticker or Trading Symbol
Capital Bank Financial Corp. [ CBF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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)
Class A Common Stock, par value $0.01 per share 35,000 D
Restricted Common Stock 101,637(1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option (right to buy)(2) (2) 12/22/2019 Class A Common Stock, par value $0.01 per share 78,194 $20 D
Common Stock Option (right to buy)(3) (3) 01/12/2022 Class A Common Stock, par value $0.01 per share 139,522 $20 D
Explanation of Responses:
1. Shares of restricted common stock vest based on the achievement of performance goals relating to increases in the price of a share of CBF Class A Common Stock, with 33.3% of the performance shares vesting when the price of CBF Class A Common Stock equals or exceeds $25 per share, 33.3% of the performance shares vesting when the price of CBF Class A Common Stock equals or exceeds $28 per share and 33.3% of the performance shares vesting when the price of CBF Class A Common Stock equals or exceeds $32 per share. The vesting of the Reporting Person's restricted common stock is subject to his continued employment with CBF.
2. Consists of stock options granted in March 2011. One half of the stock options granted in March 2011 vested on December 22, 2011 and the other half of the stock options granted in March 2011 will vest on December 22, 2012. The vesting of the Reporting Person's stock options is subject to his continued employment with CBF.
3. Consists of stock options granted in January 2012. One half of the stock options granted in January 2012 vested on January 12, 2012 and the other half of the stock options granted in January 2012 will vest on January 12, 2013. The vesting of the Reporting Person's stock options is subject to his continued employment with CBF.
Remarks:
Chief of Investment Analytics and Research Exhibit List: Exhibit 24 - Power of Attorney
/s/ Nancy Snow as Attorney-in-Fact 09/19/2012
** 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 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.
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.