Director Wycoff W Kirk returned $20,628,000 worth of Class A Voting Common Stock to the company (1,200,000 units at $17.19) (SEC Form 4)
$USCB
Major Banks
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
USCB FINANCIAL HOLDINGS, INC. [ USCB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Voting Common Stock | 09/02/2025 | D | 1,200,000 | D | $17.19 | 3,285,909 | D(1)(2)(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option to Purchase Class A Voting Common Stock | $7.5 | 03/01/2016 | (5) | Class A Common Stock | 7,500 | 7,500 | D(5) | ||||||||
| Option to Purchase Class A Voting Common Stock | $11.35 | 09/23/2019 | (5) | Class A Common Stock | 4,000 | 4,000 | D(5) | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Patriot Financial Partners GP II, LLC ("Patriot LLC"), Patriot Financial Partners GP II, LP. ("Patriot GP"), Patriot Financial Partners II, LP. ("Patriot Fund II"), Patriot Financial Partners Parallel II, LP. ("Patriot Parallel Fund II," together with Patriot Fund II, the "Funds"), W. Kirk Wycoff, James J. Lynch, Ira M. Luber! and James F. Deutsch. Patriot GP is a general partner of each of the Funds and Patriot LLC is a general partner of Patriot GP. In addition, each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Funds and is a member of Patriot LLC. James F. Deutsch is a member of the Patriot Funds Investment Committee. |
| 2. The securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC, W. Kirk Wycoff, James J. Lynch, Ira M. Lubert and James F. Deutsch. On September 2, 2025, Patriot Fund II agreed to sell 1,074,616 shares of common stock to the Issuer and Patriot Parallel Fund II agreed to sell 125,384 shares of common stock to the Issuer. |
| 3. After the sale, Patriot Fund II holds 2,942,573 shares of common stock and Patriot Parallel Fund II holds 343,336 shares of common stock. |
| 4. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or, for purposes of Section 16 of the Exchange Act or otherwise (other than to the extent a Reporting Person directly holds the securities reported herein), and Messrs. Wycoff, Lynch, Lubert and Deutsch each disclaim beneficial ownership of the securities owned by the Funds, except to the extent of their respective pecuniary interest therein. |
| 5. The options were previously granted to Mr. Wycoff as a director of the Company. Each option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) ten (10) years after its date of grant or (b) the (3) months after the date Mr. Wycoff ceases to serve as a non-employee of the Issuer. |
| /s/ Patriot Financial Partners II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P. | 09/04/2025 | |
| /s/ Patriot Financial Partners GP II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P. | 09/04/2025 | |
| /s/ Patriot Financial Partners Parallel II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P. | 09/04/2025 | |
| /s/ Patriot Financial Partners GP II, LLC By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P. | 09/04/2025 | |
| /s/ W. Kirk Wycoff | 09/04/2025 | |
| /s/ James J. Lynch | 09/04/2025 | |
| /s/ James F. Deutsch | 09/04/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||