Statement of Changes in Beneficial Ownership (4)
August 17 2017 - 4:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Castle Creek Capital Partners VI, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Bancorp, Inc.
[
TBBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O CASTLE CREEK CAPITAL LLC, 6051 EL TORDO, PO BOX 1329
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2017
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(Street)
RANCHO SANTA FE, CA 92067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/16/2017
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P
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225000
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A
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$7.4058
(1)
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2932898
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I
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See Footnote
(2)
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Common Stock
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15000
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $7.4000 to $7.4800, inclusive. The reporting persons undertake to provide to The Bancorp, Inc., any security holder of The Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in footnote (1) to this Form 4.
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(2)
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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.
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(3)
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These restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc., were previously 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.
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Remarks:
John M. Eggemeyer, a managing pricipal 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Castle Creek Capital Partners VI, LP
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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Castle Creek Capital VI LLC
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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EGGEMEYER JOHN M III
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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THOMAS J MIKESELL
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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MERLO MARK G
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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Pietrzak John
C/O CASTLE CREEK CAPITAL LLC
6051 EL TORDO, PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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See Remarks
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Signatures
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CASTLE CREEK CAPITAL PARTNERS VI, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President
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8/17/2017
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**
Signature of Reporting Person
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Date
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CASTLE CREEK CAPITAL VI LLC, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President
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8/17/2017
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**
Signature of Reporting Person
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Date
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JOHN M. EGGEMEYER, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer
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8/17/2017
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**
Signature of Reporting Person
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Date
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J. MIKESELL THOMAS, By: /s/ J. Mikesell Thomas, Name: J. Mikesell Thomas
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8/17/2017
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**
Signature of Reporting Person
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Date
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MARK G. MERLO, By: /s/ Mark G. Merlo, Name: Mark G. Merlo
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8/17/2017
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**
Signature of Reporting Person
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Date
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JOHN T. PIETRZAK, By: /s/ John T. Pietrzak, Name: John T. Pietrzak
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8/17/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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