SEC Form SC 13D/A filed by TriState Capital Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

TRISTATE CAPITAL HOLDINGS, INC.

(Name of Company)

Common Stock, no par value per share

(Title of Class of Securities)

89678F100

(CUSIP Number)

Jacqueline Giammarco

Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

(203) 862-2900

With a copy to:

Sven G. Mickisch

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2022

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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 (“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).

EXPLANATORY NOTE

Item 1. Security and Issuer

The following constitutes Amendment No. 2 to the Schedule 13D, as amended by that certain Amendment No.1 (“Amendment No. 2”), filed by the undersigned (the “Reporting Persons”) with respect to the common stock, no par value per share (the “Voting Common Stock”), of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Issuer”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

As of the close of business on May 31, 2022, the Reporting Persons beneficially owned an aggregate of 2,770,083 shares of the Issuer’s Voting Common Stock or 8.24% of the Issuer’s Voting Common Stock outstanding, which percentage was calculated based on 33,636,862 shares of the Issuer’s Voting Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Form 10-Q, filed on May 9, 2022.

On June 1, 2022, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 20, 2021 (the “Merger Agreement”), by and between Raymond James Financial, Inc., a Florida corporation (“Purchaser”), Macaroon One LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Purchaser (“Merger Sub 1”), and Macaroon Two LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Purchaser were completed. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), among other things, (i) all outstanding shares of Voting Common Stock were converted into the right to receive shares of common stock of Purchaser and cash, (ii) all outstanding shares of Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock, no par value, of the Issuer (“Series C Preferred Stock”) were converted into cash, (iii) all other series of preferred stock of the Issuer were converted into preferred stock of Purchaser and (iv) those certain warrants to purchase 922,438 shares of Voting Common Stock (“Warrants”) were converted into cash, in each case, in the manner and in the amount set forth in the Merger Agreement.

Accordingly, as of the Effective Time, the Reporting Persons no longer own (of record or beneficially) any shares of Voting Common Stock, shares of Series C Preferred Stock or Warrants of the Issuer.


Item 7. Material to be Filed as Exhibits

* Previously filed.

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.