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*
CapGen Capital Group V LP

(Last) (First) (Middle)
C/O CAPGEN CAPITAL GROUP V LP
280 PARK AVE, 40TH FLOOR WEST, SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PALMETTO BANCSHARES INC [ PLMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/14/2011
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/01/2011 A 193(1) A $0(10) 443 D
Common Stock, par value $0.01 per share 01/01/2011 A 193(2) A $0(10) 443 D
Common Stock, par value $0.01 per share 01/01/2011 A 3,078(3)(9) A $0(10) 5,720,373(11) D
Common Stock, par value $0.01 per share 01/01/2011 A 3,078(4)(9) A $0(10) 5,720,373(5)(6)(7)(8)(11) I Held by CapGen Capital Group V LP
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CapGen Capital Group V LP

(Last) (First) (Middle)
C/O CAPGEN CAPITAL GROUP V LP
280 PARK AVE, 40TH FLOOR WEST, SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
CapGen Capital Group V LLC

(Last) (First) (Middle)
280 PARK AVENUE 40TH FLOOR
SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
GOLDSTEIN ROBERT

(Last) (First) (Middle)
C/O CAPGEN CAPITAL GROUP V LP
280 PARK AVE, 40TH FLOOR WEST, SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sullivan John P

(Last) (First) (Middle)
C/O CAPGEN CAPITAL GROUP V LP
280 PARK AVE, 40TH FLOOR WEST, SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ludwig Eugene

(Last) (First) (Middle)
280 PARK AVENUE
40TH FLOOR WEST, SUITE 401

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. Robert Goldstein directly owns such shares of the common stock, par value $0.01 (the "Common Stock") of Palmetto Bancshares, Inc. (the "Issuer"), which represent 20% of a retainer paid in Common Stock by the Issuer to Mr. Goldstein for his service as a member of the board of directors of the Issuer. Pursuant to an arrangement with CapGen Capital Group V LP ("CapGen LP"), any grants of Common Stock to Mr. Goldstein for his service as director are split 80/20 with CapGen LP.
2. John Sullivan directly owns such shares of Common Stock, which represent 20% of a retainer paid in Common Stock by the Issuer to Mr. Sullivan for his service as a member of the board of directors of the Issuer. Pursuant to an arrangement with CapGen LP, any grants of Common Stock to Mr. Sullivan for his service as director are split 80/20 with CapGen LP.
3. CapGen LP directly owns such shares of Common Stock, which represent 80% of a retainer paid in Common Stock by the Issuer to each of Messrs. Goldstein and Sullivan for their service as members of the board of directors of the Issuer as referenced in Notes 1 and 2 above.
4. These shares represent the 80% retainer referenced in Note 3.
5. As the sole general partner of CapGen LP, CapGen Capital Group V LLC ("CapGen LLC") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest.
6. As the managing member of CapGen LLC, Mr Ludwig may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr Ludwig disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
7. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Goldstein disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
8. As a member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Sullivan may be deemed to be the indirect beneficial owner of such shares under Rule 16a-(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr Sullivan disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
9. The number in this box has been corrected to reflect that the Reporting Person received 1,539 shares representing 80% of the retainer paid to each of Messrs. Goldstein and Sullivan, for a total of 3,078 shares.
10. The price in this column has been amended to reflect that the Reporting Persons did not pay any consideration for the grants of restricted stock reported hereunder.
11. The number of shares reported in this box has been corrected to take into account the 1-for-4 reverse stock split referenced in the Remarks below.
Remarks:
On October 12, 2010, the Issuer appointed Messrs. Robert Goldstein and John Sullivan to the board of directors. CapGen LP, CapGen LLC and Mr. Ludwig disclaim their status as directors by deputization by virtue of Messrs. Goldstein's and Sullivan's positions as members of the board of directors of the Issuer. The share numbers reported herein reflect a 1-for-4 reverse stock split of Common Stock effected by the Issuer after the date of grants reported above.
/s/ Robert B. Goldstein 01/06/2012
/s/ John P. Sullivan 01/06/2012
/s/ Eugene A. Ludwig 01/06/2012
/s/ Eugene A. Ludwig, as the managing member of CAPGEN CAPITAL GROUP V LLC, the general partner of CAPGEN CAPITAL GROUP V LP, the managing principal of CAPGEN CAPITAL ADVISORS LLC 01/06/2012
** 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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