SEC Form 4: Dolan James J. returned 68,457 shares to the company, returned 4,000 units of Depositary Shares - Series A to the company and returned 13,700 units of Depositary Shares - Series B to the company, closing all direct ownership in the company
$TSC
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TriState Capital Holdings, Inc. [ TSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 06/01/2022 | D | 3,000 | D | (1) | 0 | D | |||
| Common Stock | 06/01/2022 | D | 33,632 | D | (1) | 0 | D(2) | |||
| Common Stock | 06/01/2022 | D | 12,125 | D | (1) | 0 | D(3) | |||
| Common Stock | 06/01/2022 | D | 8,200 | D | (1) | 0 | I | Owned by spouse(4) | ||
| Common Stock | 06/01/2022 | D | 2,500 | D | (1) | 0 | I | Charles Scwab and Co, Inc., Custodian of James J Dolan Roth Contributory IRA | ||
| Common Stock | 06/01/2022 | D | 9,000 | D | (5) | 0 | D | |||
| Depositary Shares - Series A | 06/01/2022 | D | 4,000 | D | (6) | 0 | D | |||
| Depositary Shares - Series B | 06/01/2022 | D | 4,700 | D | (7) | 0 | I | Owned by spouse | ||
| Depositary Shares - Series B | 06/01/2022 | D | 9,000 | D | (7) | 0 | D | |||
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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 | ||||||||
| Stock Options (Right to Buy) | $10.25 | 06/01/2022 | D | 3,000 | (8) | 12/31/2022 | Common Stock | 3,000 | (9) | 0 | D | ||||
| Stock Options (Right to Buy) | $11.78 | 06/01/2022 | D | 3,000 | (10) | 12/13/2023 | Common Stock | 3,000 | (11) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. Shares held jointly of record by the Reporting Person and his spouse. |
| 3. Shares held individually by Reporting Person. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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). |
| 10. 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. |
| 11. 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). |
| Remarks: |
| /s/ Karla Villatoro de Friedman, General Counsel of TriState Capital Bank, Attorney-in-Fact | 06/02/2022 | |
| ** 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. | ||