SEC FORM 3

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^*

Williams Douglas Lloyd

(Last)

(First)

(Middle)

1101 FIRST STREET SOUTH, SUITE 202

(Street)

WINTER HAVEN

33880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

3. Issuer Name and Ticker or Trading Symbol
SouthState Corp [ SSB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Atlanta Banking Grp

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)
Common Stock	94,219⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Performance Share Units	⁽²⁾	⁽²⁾	Common Stock	3,230	⁽²⁾	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Stock	14,544	⁽³⁾	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	6,922	⁽⁴⁾	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	808	⁽⁵⁾	D

Explanation of Responses:

1. Acquired in connection with the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("SouthState" or the "Company") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022 (the "Closing Date"). Pursuant to the Merger Agreement, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.3600 shares (the "Exchange Ratio"), par value $2.50, of SouthState common stock.

2. Pursuant to the Merger Agreement, on the Closing Date, the reporting person received SouthState Performance Share Units ("PSUs"). The awards will vest following the 3-year performance period, vesting on the date following the 3rd anniversary date. The units are exchangeable with the Company's common stock at the exchange rate of 1 for 1 after the vesting date.

3. Pursuant to the Merger Agreement, on the Closing Date, outstanding Atlantic Capital performance-vesting restricted stock unit awards ("Atlantic Capital PSUs") were converted into SouthState Restricted Share Units ("RSUs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSUs are subject to time-vesting through the remainder of the originally scheduled performance period (or any later scheduled vesting date) and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

4. Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a "pay-to-lead" award in the form of SouthState RSUs, which will vest 1/3 on each anniversary date of the grant, subject to the reporting person's continued employment with SouthState through such date.

5. Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a stock award in the form of SouthState RSUs, which will vest 1/3 on January 1st of each year following the date of the grant, subject to the reporting person's continued employment with SouthState through such date.

Remarks:

	William E. Matthews, V, CFO, pursuant to power of attorney	03/07/2022
	** 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.