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* Phelps David R (Last) (First) (Middle) 20202 HIGHWAY 59 NORTH, SUITE 190 (Street) HUMBLE TX 77338 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2023	3. Issuer Name and Ticker or Trading Symbol Third Coast Bancshares, Inc. [ TCBX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/28/2023
			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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Non-Cumulative Preferred Stock(1)	09/30/2022	(2)	Common Stock(3)	4,445(3)	$22.5(3)	D

Explanation of Responses:

1. These shares were omitted from the reporting person's original Form 3.

2. The Series A Convertible Non-Cumulative Preferred Stock is redeemable by the Issuer (i) at any time following September 30, 2027, subject to regulatory approval and provided the closing price of the common stock has achieved certain thresholds, and (ii) at any time if the Series A Convertible Non-Cumulative Preferred Stock ceases to constitute Additional Tier 1 capital.

3. The Series A Convertible Non-Cumulative Preferred Stock is convertible into (i) common stock, subject to certain regulatory and contractual caps, and thereafter, subject to such caps, (ii) Series B Convertible Perpetual Preferred Stock, and (iii) non-voting common stock. The Series A Convertible Non-Cumulative Preferred Stock is convertible into common stock and non-voting common stock at a price per share of $22.50, subject to certain anti-dilution adjustments, and is convertible into Series B Convertible Perpetual Preferred Stock at a rate of one share for one share.

Remarks:

	/s/ R. John McWhorter, attorney-in-fact	07/31/2023
	** 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).
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