0001104659-15-047368.txt : 20150625 0001104659-15-047368.hdr.sgml : 20150625 20150624174113 ACCESSION NUMBER: 0001104659-15-047368 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150624 GROUP MEMBERS: CASTLE CREEK CAPITAL IV LLC GROUP MEMBERS: CASTLE CREEK CAPITAL PARTNERS IV, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: First NBC Bank Holding Co CENTRAL INDEX KEY: 0001496631 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 141985604 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87852 FILM NUMBER: 15950099 BUSINESS ADDRESS: STREET 1: 210 BARONNE STREET CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: (504) 566-8000 MAIL ADDRESS: STREET 1: 210 BARONNE STREET CITY: NEW ORLEANS STATE: LA ZIP: 70112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGGEMEYER JOHN M III CENTRAL INDEX KEY: 0001197257 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PO BOX 1329 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 SC 13G/A 1 a15-14415_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

First NBC Bank Holding Company

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

32115D106

(CUSIP Number)

June 22, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* 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).

 


 

CUSIP No. 32115D106

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital Partners IV, LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
2,205,382

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
2,205,382

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,205,382

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
11.6% (1)

 

 

12.

Type of Reporting Person (See Instructions):
PN (Limited Partnership)

 

(1) Based on the Quarterly Report on Form 10-Q filed by First NBC Bank Holding Company (the “Company”) on May 8, 2015, there were 18,653,670 outstanding shares of common stock (“Common Stock”) as of May 1, 2015.  As disclosed in the Company’s Form 8-K filed with the SEC on June 24, 2015, Castle Creek Capital Partners IV, LP (“Fund IV”) completed the exchange of its 363,983 shares of the Company’s Series C Convertible Preferred Stock for shares of Common Stock, on a one-for-one exchange ratio basis.

 

2


 

CUSIP No. 32115D106

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital IV LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
2,205,382

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
2,205,382

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,205,382

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
11.6% (1)

 

 

12.

Type of Reporting Person (See Instructions):
OO (Limited Liability Company)

 

(1) Based on the Quarterly Report on Form 10-Q filed by the Company on May 8, 2015, there were 18,653,670 outstanding shares of Common Stock as of May 1, 2015.  As disclosed in the Company’s Form 8-K filed with the SEC on June 24, 2015, Fund IV completed the exchange of its 363,983 shares of the Company’s Series C Convertible Preferred Stock for shares of Common Stock, on a one-for-one exchange ratio basis.

 

3


 

CUSIP No. 32115D106

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
John M. Eggemeyer III

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
2,205,382

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
2,205,382

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,205,382

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
11.6% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on the Quarterly Report on Form 10-Q filed by the Company on May 8, 2015, there were 18,653,670 outstanding shares of Common Stock as of May 1, 2015.  As disclosed in the Company’s Form 8-K filed with the SEC on June 24, 2015, Fund IV completed the exchange of its 363,983 shares of the Company’s Series C Convertible Preferred Stock for shares of Common Stock, on a one-for-one exchange ratio basis.

 

4


 

Item 1.

 

(a).

Name of Issuer
First NBC Bank Holding Company

 

(b).

Address of Issuer’s Principal Executive Offices:
210 Baronne Street

New Orleans, LA 70112

 

Item 2(a).

Name of Person Filing
See Item 2(c) below.

Item 2(b).

Address of Principal Business Office
See Item 2(c) below.

Item 2(c).

Citizenship

(i) Castle Creek Capital Partners IV, LP

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(ii) Castle Creek Capital IV LLC

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(iii) John M. Eggemeyer III

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:
Common Stock, par value $1.00 per share (the “Common Stock”)

Item 2(e).

CUSIP Number:
32115D106

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

5


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the 2,205,382 shares of Common Stock held directly by Fund IV.  Mr. Eggemeyer is a managing principal of Castle Creek Capital IV LLC, the sole general partner of Fund IV.  Castle Creek Capital IV, LLC and Mr. Eggemeyer each disclaim beneficial ownership of the shares of Common Stock, except to the extent of their respective pecuniary interest in Fund IV.

 

(b)

Percent of class:   

Based on the Quarterly Report on Form 10-Q filed by the Company on May 8, 2015, there were 18,653,670 outstanding shares of Common Stock as of May 1, 2015.  As disclosed in the Company’s Form 8-K filed with the SEC on June 24, 2015, Fund IV completed the exchange of its 363,983 shares of the Company’s Series C Convertible Preferred Stock for shares of Common Stock, on a one-for-one exchange ratio basis, bringing the total number of outstanding shares of Common Stock to 19,018,653.  Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 11.6% of the total number of outstanding shares of Common Stock.

 

(c)

Number of shares as to which the reporting person has:

Castle Creek Capital Partners IV, LP

 

 

(i)

Sole power to vote or to direct the vote:   

2,205,382

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

2,205,382

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

Castle Creek Capital IV LLC

 

 

(i)

Sole power to vote or to direct the vote:

2,205,382

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

6


 

 

 

(iii)

Sole power to dispose or to direct the disposition of:

2,205,382

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

 

John M. Eggemeyer III

 

 

(i)

Sole power to vote or to direct the vote:

2,205,382

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

2,205,382

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

7


 

Item 10.

Certification.

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:  June 24, 2015

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

 

 

 

CASTLE CREEK CAPITAL IV LLC

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

 

 

 

JOHN M. EGGEMEYER III

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

 

 

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G (FIRST NBC BANK HOLDING COMPANY)

 

8


 

EXHIBIT LIST

 

Exhibit 1

Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13G, filed on February 3, 2015)..

 

9