0001209191-22-033424.txt : 20220602 0001209191-22-033424.hdr.sgml : 20220602 20220602141522 ACCESSION NUMBER: 0001209191-22-033424 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220525 FILED AS OF DATE: 20220602 DATE AS OF CHANGE: 20220602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dolan James J. CENTRAL INDEX KEY: 0001575602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35913 FILM NUMBER: 22990216 MAIL ADDRESS: STREET 1: C/O TRISTATE CAPITAL HOLDINGS, INC. STREET 2: ONE OXFORD CENTRE, SUITE 2700 CITY: PITTSBURGH STATE: PA ZIP: 15219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TriState Capital Holdings, Inc. CENTRAL INDEX KEY: 0001380846 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 204929029 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT STREET, SUITE 2700 CITY: PITTSBURGH STATE: pa ZIP: 15219 BUSINESS PHONE: (412) 304-0304 MAIL ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT STREET, SUITE 2700 CITY: PITTSBURGH STATE: pa ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: TriState Capital Holdings Inc DATE OF NAME CHANGE: 20100617 FORMER COMPANY: FORMER CONFORMED NAME: Tristate CapitalHoldings Inc DATE OF NAME CHANGE: 20061113 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-25 1 0001380846 TriState Capital Holdings, Inc. TSC 0001575602 Dolan James J. ONE OXFORD CENTER 301 GRANT STREET, SUITE 2700 PITTSBURGH PA 15219 1 0 0 0 Common Stock 2022-06-01 4 D 0 3000 D 0 D Common Stock 2022-06-01 4 D 0 33632 D 0 D Common Stock 2022-06-01 4 D 0 12125 D 0 D Common Stock 2022-06-01 4 D 0 8200 D 0 I Owned by spouse Common Stock 2022-06-01 4 D 0 2500 D 0 I Charles Scwab and Co, Inc., Custodian of James J Dolan Roth Contributory IRA Common Stock 2022-06-01 4 D 0 9000 D 0 D Depositary Shares - Series A 2022-06-01 4 D 0 4000 D 0 D Depositary Shares - Series B 2022-06-01 4 D 0 4700 D 0 I Owned by spouse Depositary Shares - Series B 2022-06-01 4 D 0 9000 D 0 D Stock Options (Right to Buy) 10.25 2022-06-01 4 D 0 3000 D 2022-12-31 Common Stock 3000 0 D Stock Options (Right to Buy) 11.78 2022-06-01 4 D 0 3000 D 2023-12-13 Common Stock 3000 0 D Disposed of upon completion of the merger (the "Merger") of Macaroon One LLC, a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF"), with and into the Issuer, effective June 1, 2022. Pursuant to the Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Issuer, RJF, Macaroon One LLC and Macaroon Two LLC (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive 0.25 shares of RJF common stock and $6.00 in cash. The closing price per share of RJF common stock on May 31, 2022, the last trading day prior to completion of the Merger, was $98.49. Shares held jointly of record by the Reporting Person and his spouse. Shares held individually by Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein. This Form shall not be deemed an admission that he is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted share of the Issuer's common stock was converted into the right to receive 0.25 shares of RJF common stock and $6.00 in cash. The closing price per share of RJF common stock on May 31, 2022, the last trading day prior to completion of the Merger, was $98.49. Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock. Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock. These options vested and became exercisable on 12/31/2017. There originally were 6,000 options, 3,000 of which vested and became exercisable on June 30, 2015 and were previously exercised. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $57,158 which is the product (rounded down to the nearest whole number) of 3,000 option shares and i) $29.3029 minus ii) $10.25 (the exercise price of the options). These options vested and became exercisable on 12/13/2018. There originally were 6,000 options, 3,000 of which vested and became exercisable on June 13, 2016 and were previously exercised. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $52,568 which is the product (rounded down to the nearest whole number) of 3,000 option shares and i) $29.3029 minus ii) $11.78 (the exercise price of the options). /s/ Karla Villatoro de Friedman, General Counsel of TriState Capital Bank, Attorney-in-Fact 2022-06-02