FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EGGEMEYER JOHN M III
2. Issuer Name and Ticker or Trading Symbol

Bancorp, Inc. [ TBBK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O CASTLE CREEK CAPITAL LLC, 6051 EL TORDO
3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2017
(Street)

RANCHO SANTA FE, CA 92067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/3/2017     A    15000   A $0.00   15000   I   See Footnote   (1)
Common Stock                  2707898   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  These restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc., were issued to Castle Creek Advisors IV LLC, on behalf of John M. Eggemeyer in his capacity as a member of the Board of Directors of The Bancorp, Inc., and vest in three equal annual installments beginning on February 3, 2018.
( 2)  These securities are directly held by Castle Creek Capital Partners VI, LP ("Fund VI"). Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak are managing principals of Castle Creek Capital VI LLC, the sole general partner of Fund VI. Castle Creek Capital VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak each disclaim beneficial ownership of these shares of Common Stock, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that Castle Creek Capital Partners VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, or Mr. Pietrzak is the beneficial owner of such shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
John M. Eggemeyer, a managing principal of Castle Creek Capital VI, LLC, serves on the Issuer's board of directors (the "Board") as a representative of Castle Creek Capital Partners VI, LP ("Fund VI"), pursuant to Fund VI's contractual right to nominate a representative to the Board. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EGGEMEYER JOHN M III
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks
Castle Creek Capital Partners VI, LP
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks
Castle Creek Capital VI LLC
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks
THOMAS J MIKESELL
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks
MERLO MARK G
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks
Pietrzak John
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO
RANCHO SANTA FE, CA 92067
X

See Remarks

Signatures
CASTLE CREEK CAPITAL PARTNERS VI, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 2/7/2017
** Signature of Reporting Person Date

CASTLE CREEK CAPITAL VI LLC, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 2/7/2017
** Signature of Reporting Person Date

JOHN M. EGGEMEYER, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer 2/7/2017
** Signature of Reporting Person Date

J. MIKESELL THOMAS, By: /s/ J. Mikesell Thomas, Name: J. Mikesell Thomas 2/7/2017
** Signature of Reporting Person Date

MARK G. MERLO, By: /s/ Mark G. Merlo, Name: Mark G. Merlo 2/7/2017
** Signature of Reporting Person Date

JOHN T. PIETRZAK, By: /s/ John T. Pietrzak, Name: John T. Pietrzak 2/7/2017
** 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 control number.
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