|
1.
|
Names of Reporting Persons.
Crestview Partners II GP, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,596,260
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,596,260
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,596,260
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.74%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Partners II, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Partners II (FF), L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Partners II (TE), L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Offshore Holdings II (Cayman), L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Offshore Holdings II (FF Cayman), L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview Offshore Holdings II (892 Cayman), L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
1.
|
Names of Reporting Persons.
Crestview-NAFH, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,558,760
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,558,760
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,558,760
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.64%
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
1.
|
Names of Reporting Persons.
Crestview Advisors, L.L.C.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
37,500
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
37,500
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
37,500
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Class
A Shares (See Instructions)
☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.10%
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
Item 1. Security and Issuer
This Amendment No. 4, dated September 20,
2017 (this “
Amendment No. 4
”), supplements and amends the Schedule 13D filed with the Securities and Exchange
Commission on September 28, 2012, as amended by Amendment No. 1 thereto filed on November 24, 2015, Amendment No. 2 thereto filed
on July 19, 2016 and Amendment No. 3 thereto filed on May 3, 2017, by Crestview Partners II GP, L.P. (“
Crestview GP
”),
Crestview Partners II, L.P. (“
Crestview DE
”), Crestview Partners II (FF), L.P. (“
Crestview FF
”),
Crestview Partners II (TE), L.P. (“
Crestview TE
”), Crestview Offshore Holdings II (Cayman), L.P. (“
Crestview
Cayman
”), Crestview Offshore Holdings II (FF Cayman), L.P. (“
Crestview FF Cayman
”), Crestview Offshore
Holdings II (892 Cayman), L.P. (“
Crestview 892 Cayman
”), Crestview-NAFH, LLC (“
Crestview-NAFH
”)
and Crestview Advisors, L.L.C. (“
Crestview Advisors
”) (collectively, the “
Reporting Persons
”
and each, a “
Reporting Person
”) with respect to the Class A Common Stock, par value $0.01 per share (the “
Class
A Shares
”), of Capital Bank Financial Corp., a Delaware corporation (the “
Issuer
”).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended
and supplemented by the following:
Sale of Class A Shares and Class B Shares
On September 18, 2017, the Reporting Persons
sold 10,720 Class A Shares and 2,489,730 shares of Class B Non-Voting Common Stock, par value $0.01 per share, of the Issuer (“
Class
B Shares
”), and on September 19, 2017, the Reporting Persons sold 2,230 Class A Shares and 540,632 Class B Shares (collectively,
the “
Sale
”).
Exercise of Options with respect to Class
A Shares
On September 19, 2017, Crestview Advisors
exercised options to purchase 25,000 Class A Shares at a strike price of $20.00 per share (the “
Option Exercise
”).
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is
hereby amended and restated in its entirety as follows:
(a) See item 9 on the Cover Pages to this
Schedule 13D.
After giving effect to the Sale, the Reporting Persons beneficially
own, for the purpose of Rule 13d-3 promulgated under the Exchange Act, an aggregate of 2,596,260 Class A Shares, or approximately
6.74% of the 38,512,130 outstanding Class A Shares, reflecting (i) the 35,456,768 outstanding Class A Shares described in the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 7, 2017, (ii) the conversion of
the 3,030,362 Class B Shares sold in the Sale into Class A Shares upon completion of the Sale and (iii) the issuance of 25,000
additional Class A Shares to Crestview Advisors in connection with the Option Exercise .
Crestview-NAFH is the direct beneficial owner of 2,558,760 Class
A Shares. Each of the Reporting Persons (other than Crestview Advisors) may be deemed to beneficially own the 2,558,760 Class A
Shares directly held by Crestview-NAFH.
Crestview Advisors is the direct beneficial owner of 37,500
Class A Shares which may be deemed to be beneficially owned by Crestview GP.
Each Reporting Person disclaims beneficial ownership of the
Class A Shares except to the extent of its pecuniary interest therein. Except as set forth in this Item 5(a), none of the Reporting
Persons beneficially owns any Class A Shares.
After giving effect to the Sale, the Reporting Persons beneficially
own, for the purpose of Rule 13d-3 promulgated under the Exchange Act, an aggregate of 6,532,326 Class B Shares, or approximately
48.4% of 13,503,067 outstanding Class B Shares, reflecting (i) the 16,533,429 outstanding Class B Shares described in the Quarterly
Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 8, 2017, less (ii) the conversion
of the 3,030,362 Class B Shares sold in the Sale into Class A Shares upon completion of the Sale.
Each Reporting Person disclaims beneficial ownership of the
Class B Shares except to the extent of its pecuniary interest therein. Except as set forth in this Item 5(a), none of the Reporting
Persons beneficially owns any Class B Shares.
|
|
(b)
|
Number of Class A Shares as to which each Reporting Person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Schedule 13D.
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Schedule 13D.
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Schedule 13D.
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Schedule 13D.
|
|
|
|
|
SIGNATURE
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.
Date: September 20, 2017
Crestview Partners II GP, L.P.
|
By:
|
Crestview, L.L.C., as general partner
|
|
|
|
|
By:
|
/s/ Ross A. Oliver
|
|
|
Name:
|
Ross A. Oliver
|
|
|
Title:
|
General Counsel
|
|
|
|
|
|
|
|
|
Crestview Partners II, L.P.
Crestview Partners II (FF), L.P.
Crestview Partners II (TE), L.P.
Crestview Offshore Holdings II (Cayman), L.P.
Crestview Offshore Holdings II (FF Cayman), L.P.
Crestview Offshore Holdings II (892 Cayman), L.P.
|
By:
|
Crestview Partners II GP, L.P., as general partner
|
|
By:
|
Crestview, L.L.C., as general partner
|
|
|
|
|
By:
|
/s/ Ross A. Oliver
|
|
|
Name:
|
Ross A. Oliver
|
|
|
Title:
|
General Counsel
|
|
|
|
|
|
|
|
|
Crestview-NAFH, LLC
|
By:
|
/s/ Ross A. Oliver
|
|
|
Name:
|
Ross A. Oliver
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
Crestview Advisors, L.L.C.
|
By:
|
/s/ Ross A. Oliver
|
|
|
Name:
|
Ross A. Oliver
|
|
|
Title:
|
General Counsel
|