sc0045.htm

CONFIDENTIAL

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

	SCHEDULE 13D

	Under the Securities Exchange Act of 1934 (Amendment No. 2)*

	SEACOAST BANKING CORPORATION OF FLORIDA
	(Name of Issuer)

	Common Stock
	(Title of Class of Securities)

	811707306
	(CUSIP Number)

	John Caughey CapGen Capital Group III LP 280 Park Avenue 40th Floor West, Suite 401 New York, New York 10017 (212) 542-6868

	Copy to:

	Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600
	(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	May 6, 2010
	(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

CUSIP NO. 811707306

1	NAME OF REPORTING PERSONS

	CapGen Capital Group III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			6,000,000
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			6,000,000
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.2%*
14	TYPE OF REPORTING PERSON (See Instructions)

	PN

_______________

*	The calculation of the foregoing is based on 58,887,646 shares of Common Stock (as defined herein) outstanding as of March 9, 2010, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 23, 2010.

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CUSIP NO. 811707306

1	NAME OF REPORTING PERSONS

	CapGen Capital Group III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			6,000,000
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			6,000,000
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.2%*
14	TYPE OF REPORTING PERSON (See Instructions)

	OO

_______________

*	The calculation of the foregoing is based on 58,887,646 shares of Common Stock (as defined herein) outstanding as of March 9, 2010, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 23, 2010.

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CUSIP NO. 811707306

1	NAME OF REPORTING PERSONS

	Eugene A. Ludwig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			0
		8	SHARED VOTING POWER

			6,000,000
		9	SOLE DISPOSITIVE POWER

			0
		10	SHARED DISPOSITIVE POWER

			6,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.2%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 58,887,646 shares of Common Stock (as defined herein) outstanding as of March 9, 2010, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 23, 2010.

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EXPLANATORY NOTE

The Reporting Persons are filing this Amendment No. 2 on Schedule 13D (this “Amendment No. 2”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.

Item 4.

Purpose of Transaction

Item 4 of the 13D filing is hereby amended and supplemented by replacing the second paragraph of such Item 4 in its entirety with the following:

To the extent permitted by the Purchase Agreement and applicable bank regulatory limitations, each Reporting Person may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Person and/or other investment considerations. CapGen LP is currently seeking to increase its ownership of Common Stock. On March 31, 2010, CapGen LP applied to the Fed for the flexibility to increase its ownership of Common Stock to over 50% of the class through the purchase from time to time of Common Stock in open market transactions, in negotiated transactions with the Issuer, and/or through the exercise of its preemptive rights under the Purchase Agreement, if applicable. On May 6, 2010, CapGen LP amended this application to the Fed to request the flexibility to increase its ownership of Common Stock to a level up to, but not exceeding, 49.9% of the class.

Item 4 of the 13D filing is hereby further amended and supplemented by adding the following new sentence at the end of the second to last paragraph thereof:

On April 19, 2010, the Issuer announced that another bank had been selected as the winning bidder in the above-referenced purchase of a specific asset in a Federal Deposit Insurance Company-assisted transaction, and that the Contingent Offering would not be completed.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 6, 2010

CAPGEN CAPITAL GROUP III LP


			By:	CAPGEN CAPITAL GROUP III LLC,
				its general partner


By:	/s/ Eugene A. Ludwig
Name:		Eugene A. Ludwig
Title:		Managing Member

CAPGEN CAPITAL GROUP III LLC


By:	/s/ Eugene A. Ludwig
Name:			Eugene A. Ludwig
Title:			Managing Member

EUGENE A. LUDWIG


By:	/s/ Eugene A. Ludwig
Name:			Eugene A. Ludwig

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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