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 *

GEHMAN WILLIAM A III 		2. Issuer Name and Ticker or Trading Symbol

CAROLINA FINANCIAL CORP [ CARO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP and Chief Financi
(Last)          (First)          (Middle)

288 MEETING STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2017
(Street)

CHARLESTON, SC 29401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   2/15/2017     A    348   A $0   35383   D    
COMMON STOCK   2/15/2017     A    971   A $0   36354   D    

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
EMPLOYEE STOCK OPTION (RIGHT TO BUY)   $30.9   2/15/2017     A      3972         (1) 2/15/2027   COMMON STOCK   3972   $0   3972   D    
RESTRICTED STOCK UNITS     (2) 2/15/2017     A      971   (2)        (2)   (2) COMMON STOCK   971   (2) $0   971   (2) D    

Explanation of Responses:
( 1)  The stock option vests in three equal annual installments beginning on February 15, 2018
( 2)  Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in one installment on December 31, 2018, subject to certain conditions related to the CARO's pretax operating EPS, as defined in the award. In order to vest any portion of the restricted stock units, CARO must achieve certain diluted pretax operating EPS, as defined, over the two-year period ending December 31, 2018. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted pretax operating EPS threshold, and 100% of the restricted stock units upon achieving the target CARO diluted pretax operating EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GEHMAN WILLIAM A III
288 MEETING STREET
CHARLESTON, SC 29401

Executive VP and Chief Financi

Signatures
/s/WILLIAM A. GEHMAN III 2/16/2017
** 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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