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