0001140361-17-024767.txt : 20170613 0001140361-17-024767.hdr.sgml : 20170613 20170613070016 ACCESSION NUMBER: 0001140361-17-024767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170613 DATE AS OF CHANGE: 20170613 GROUP MEMBERS: CAPITAL Z PARTNERS CENTRUE AIV, L.P. GROUP MEMBERS: CAPITAL Z PARTNERS III GP, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRUE FINANCIAL CORP CENTRAL INDEX KEY: 0001019650 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 363145350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47085 FILM NUMBER: 17907918 BUSINESS ADDRESS: STREET 1: 122 WEST MADISON ST. STREET 2: -- CITY: OTTAWA STATE: IL ZIP: 61350 BUSINESS PHONE: 815-434-3900 MAIL ADDRESS: STREET 1: 122 WEST MADISON ST. STREET 2: -- CITY: OTTAWA STATE: IL ZIP: 61350 FORMER COMPANY: FORMER CONFORMED NAME: UNIONBANCORP INC DATE OF NAME CHANGE: 19960724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Z Partners III GP, L.P. CENTRAL INDEX KEY: 0001419136 IRS NUMBER: 450551604 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 965-2328 MAIL ADDRESS: STREET 1: 230 PARK AVENUE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: Union Square Partners GP, L.P. DATE OF NAME CHANGE: 20071120 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 (Amendment No. 2)*

Centrue Financial Corporation
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

15643B205
(CUSIP Number)

Capital Z Partners Centrue AIV, L.P..
142 West 57th Street
New York, New York 10019
Attn: Craig A. Fisher
 (212) 965-2328
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 9, 2017
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:  ☐
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*        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, as amended (“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. 15643B205
1
NAME OF REPORTING PERSONS
 
 
Capital Z Partners Centrue AIV, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
(a)
 
 
(b)
 
 
 
3
SEC USE ONLY:
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
 
 
AF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
 
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER:
 
 
0
 
 
 
 
8
SHARED VOTING POWER:
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER:
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER:
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
 
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
 
 
PN
 
 
 
 
* The information in Items 4 and 5 of this statement on Schedule 13D is incorporated by reference.
 
2
CUSIP No. 15643B205
1
NAME OF REPORTING PERSONS
 
 
Capital Z Partners III GP, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
(a)
 
 
(b)
 
 
 
3
SEC USE ONLY:
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
 
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER:
 
 
0
 
 
 
 
8
SHARED VOTING POWER:
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER:
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER:
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
 
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
 
 
PN
 
 
 
 
* This page reflects beneficial ownership by Capital Z Partners III GP, L.P. in its capacity as general partner of Capital Z Partners Centrue AIV. L.P. The information in Items 4 and 5 of this statement on Schedule 13D is incorporated by reference.
 
3
CUSIP No. 15643B205
1
NAMES OF REPORTING PERSONS
 
 
Capital Z Partners III GP, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
(a)
 
 
(b)
 
 
 
3
SEC USE ONLY:
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
 
 
PF, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
 
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER:
 
 
0
 
 
 
 
8
SHARED VOTING POWER:
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER:
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER:
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
 
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
 
 
CO
 
 
 
 
* This page reflects beneficial ownership by Capital Z Partners III GP, Ltd. in its capacity as general partner of Capital Z Partners III GP, L.P. The information in Items 4 and 5 of this statement on Schedule 13D is incorporated by reference.
 
4
Explanatory Note

This Amendment No. 2 (the “Amendment No. 2”) to Schedule 13D amends and supplements the Schedule 13D (as amended from time to time, the “Schedule 13D”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2015, as amended on January 30, 2017, on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Centrue Financial Corporation, a Delaware corporation (the “Issuer”).  The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2.

ITEM 4.
PURPOSE OF THE TRANSACTION

Item 4 is amended and supplemented to add the following information for updating as of the date hereof:

On June 9, 2017, the Issuer completed its merger (the “Merger”) with Midland States Bancorp, Inc. (“Midland”) pursuant to the Agreement and Plan of Merger, dated January 26, 2017.  As a result of the merger, the Reporting Persons received a combination of cash and Midland stock in return for all of their shares of Common Stock, as a result of which the Reporting Persons currently beneficially own no shares of Common Stock.

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER

(a), (b).  The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 2 are incorporated herein by reference.  The Reporting Persons, in the aggregate, do not beneficially own any shares of Common Stock.

(c).          As a result of the Merger, on June 9, 2017, the Reporting Persons ceased to beneficially own any shares of Common Stock.  During the past 60 days, none of the Reporting Persons has engaged in any transaction in shares of Common Stock other than pursuant to the Merger.

(e).          The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on June 9, 2017.
 
5
SIGNATURES
 
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.

Date:  June 13, 2017
 
CAPITAL Z PARTNERS CENTRUE AIV, L.P.

By its general partner, Capital Z Partners III GP, L.P.
 
By its general partner, Capital Z Partners III GP, Ltd.
   
   
By:
/s/   Craig A. Fisher
   
Name:
Craig A. Fisher
   
Title:
General Counsel

CAPITAL Z PARTNERS III GP, L.P.

By its general partner, Capital Z Partners III GP, Ltd.
 
   
By:
/s/   Craig A. Fisher
    Name:  Craig A. Fisher
    Title:   General Counsel
 
CAPITAL Z PARTNERS III GP, LTD.
 
   
By:
/s/   Craig A. Fisher
    Name:  Craig A. Fisher
    Title:   General Counsel