SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

SEACOAST BANKING CORPORATION OF FLORIDA

(Name of Issuer)

Common Stock

(Title of Class of Securities)

811707306

(CUSIP Number)

Robert Merlino

CapGen Capital Group III LP

120 West 45th Street

Suite 1010

New York, New York 10036

(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)

June 8, 2016

(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	NAMES 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
			7,463,141
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			7,463,141
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,463,141
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)
	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

1

CUSIP NO. 811707306

1	NAMES 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
			7,463,141
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			7,463,141
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,463,141
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)
	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

2

CUSIP NO. 811707306

1	NAMES 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
			7,463,141
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,463,141
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)
	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

3

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS
	Robert Goldstein
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, PF
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
			65,422(1)
		8	SHARED VOTING POWER
			7,463,141
		9	SOLE DISPOSITIVE POWER
			65,422(1)
		10	SHARED DISPOSITIVE POWER
			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,528,563
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)
	19.9%*
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

(1)  Includes 12,437 shares of Common Stock held in a retirement account for a relative over which Mr. Goldstein has sole voting and dispositive power. 

4

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS
	John P. Sullivan
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)
	PF
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
			9,950
		8	SHARED VOTING POWER
			7,463,141
		9	SOLE DISPOSITIVE POWER
			9,950
		10	SHARED DISPOSITIVE POWER
			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,473,091
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)
	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

5

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS
	John W. Rose
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)
	PF
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
			49,373
		8	SHARED VOTING POWER
			7,463,141
		9	SOLE DISPOSITIVE POWER
			49,373
		10	SHARED DISPOSITIVE POWER
			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,512,514
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)
	19.8%*
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

_______________

* The calculation of the foregoing is based on 37,922,250 shares of Common Stock (as defined herein) outstanding as of March 31, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016.

6

EXPLANATORY NOTE

The Reporting Persons are filing this Amendment No. 15 on Schedule 13D (this “Amendment No. 15”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, Amendment No. 2 filed on May 7, 2010, Amendment No. 3 filed on July 26, 2010, Amendment No. 4 filed on April 22, 2013, Amendment No. 5 filed on July 26, 2013, Amendment No. 6 filed on November 7, 2013, Amendment No. 7 filed on January 15, 2014, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on October 3, 2014, Amendment No. 10 filed on October 14, 2014, Amendment No. 11 filed on August 26, 2015, Amendment No. 12 filed on September 14, 2015, Amendment No. 13 filed on November 16, 2015 and Amendment No. 14 filed on May 10, 2016, 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 adding the following immediately prior to the last paragraph of Item 4:

On June 8, 2016, CapGen LP sent a letter to the Issuer (the “June 8 Letter”), which is attached hereto as Exhibit 25.  The June 8 Letter sets forth, among other things, CapGen LP’s evaluation of the election results from the Issuer’s May 24, 2016 shareholder meeting, and notes that these results underscore that there is profound dissatisfaction among Seacoast shareholders with Seacoast’s financial performance and governance.

The foregoing reference to and description of the June 8 Letter does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the June 8 Letter, which is incorporated by reference to this Item 4.

Item 7. Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended and supplemented by adding the following:

Exhibit 24	Joint Filing Agreement, dated June 8, 2016, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.
Exhibit 25	Letter to the Issuer, dated June 8, 2016.

7

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:     June 8, 2016

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

ROBERT GOLDSTEIN
By:	/s/ Robert Goldstein
Name:	Robert Goldstein

JOHN P. SULLIVAN
By:	/s/ John P. Sullivan
Name:	John P. Sullivan

JOHN W. ROSE
By:	/s/ John W. Rose
Name:	John W. Rose

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

8

EXHIBIT INDEX

Exhibit Title

Exhibit 24	Joint Filing Agreement, dated June 8, 2016, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.
Exhibit 25	Letter to the Issuer, dated June 8, 2016.

9
 

EX-99.24

Exhibit 24

JOINT FILING AGREEMENT

The undersigned hereby agree that this statement on Schedule 13D dated June 8, 2016 with respect to the common stock of Seacoast Banking Corporation of Florida is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: June 8, 2016

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

ROBERT GOLDSTEIN
By:	/s/ Robert Goldstein
Name:	Robert Goldstein

JOHN P. SULLIVAN
By:	/s/ John P. Sullivan
Name:	John P. Sullivan

JOHN W. ROSE
By:	/s/ John W. Rose
Name:	John W. Rose

EX-99.25

June 8, 2016

VIA E-MAIL AND CERTIFIED MAIL

The Board of Directors of

Seacoast Banking Corporation of Florida

C/O Corporate Secretary

815 Colorado Avenue

Stuart, FL 34994

Dear Directors:

At the May 24, 2016 annual meeting of shareholders of Seacoast Banking Corporation of Florida, no nominee for election as a director received the support of a majority of the outstanding shares, and three of the five nominees received withhold votes ranging from 41.7% to 47.5% of the shares voted.  These results, which occurred without extensive solicitation in opposition to any director, underscore that there is profound dissatisfaction among Seacoast shareholders with Seacoast’s financial performance and governance, and that real change is overdue.

We trust that the board and management will reflect carefully on the results of the annual meeting and move with a sense of urgency to bring Seacoast’s performance, key financial metrics and governance into line with well-run industry peers. We believe the board must address promptly the serious issues that compromise the success of the bank, many of which we have discussed in our letter of May 10, 2016.

As Seacoast’s largest investor, nothing would please us more than to see Seacoast achieve, indeed exceed, its financial targets for 2016 and embrace the challenge of raising its performance and governance to the high standards of which we believe the company is capable. We will continue to monitor the company’s progress carefully.

Very truly yours,

/s/ John P. Sullivan                       

Managing Director