SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAPIRO MARC J

(Last)

(First)

(Middle)

C/O CADENCE BANCORPORATION

2800 POST OAK BOULEVARD, SUITE 3800

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cadence Bancorporation [ CADE ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	10/29/2018		J		98,052⁽¹⁾	A	$20.86⁽¹⁾	204,264⁽²⁾	I	See footnote⁽³⁾
Class A Common Stock, par value $0.01 per share								147,261	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the substitutions of certain assets into two grantor retrained annuity trusts ("GRAT") in return for an interest in the Shapiro CBS Partnership and corresponding beneficial ownership of a portion of the Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), held by the Shapiro CBS Partnership, such portion equivalent to 98,052 shares of Class A Common Stock, half of which the Reporting Person previously owned indirectly as the sole trustee and annuitant of the GRAT and half of which the reporting person previously owned indirectly as the sole trustee of a GRAT of which his wife was the sole annuitant (the "Substitutions"). The Substitutions resulted in a reduction of shares of Class A Common Stock owned indirectly through the GRATs but did not change the number of shares of Class A Common Stock owned through the Shapiro CBS Partnership.

2. Amounts reported as beneficially owned reflect that, following the Substitutions, an interest in the Shapiro CBS Partnership, and corresponding beneficial ownership of a portion of the Class A Common Stock equivalent to 98,052 shares of Class A Common Stock in the aggregate, was transferred to two new 2018 GRATs in transactions that only resulted in a change of beneficial ownership and are exempt under Rule 16a-13.

3. The Reporting Person has voting and investment control of all Class A Common Stock held by the Shapiro CBS Partnership and may be deemed to be a beneficial owner of such shares.

Remarks:

	/s/ Jerry W. Powell, Attorney-in-Fact for Marc J. Shapiro	10/31/2018
	** 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 4 (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).
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