Amended Statement of Ownership (sc 13g/a)
January 10 2019 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
|
(Title of Class of Securities)
(CUSIP Number)
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required in 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).
1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Friedman Fleischer & Lowe Capital Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
PN
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1
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NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Friedman Fleischer & Lowe Parallel Fund III, L.P.
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|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
¨
|
|
|
(b)
¨
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
¨
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
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|
|
|
|
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|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Friedman Fleischer & Lowe GP III, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
¨
|
|
|
(b)
¨
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
¨
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
|
|
|
|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Friedman Fleischer & Lowe GP III, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
¨
|
|
|
(b)
¨
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
¨
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
OO
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Item 1. (a)
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Name of Issuer
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Green Bancorp, Inc.
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Item 1. (b)
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Address of Issuer's Principal Executive Offices
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4000 Greenbriar Drive
Houston, Texas 77098
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Item 2. (a)
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Name of Person Filing
|
This Amendment No. 1 to Schedule 13G is being filed on behalf
of the following persons (collectively, the "Reporting Persons")*:
(i)
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Friedman Fleischer & Lowe Capital Partners III, L.P.;
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(ii)
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Friedman Fleischer & Lowe Parallel Fund III, L.P.;
|
(iii)
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Friedman Fleischer & Lowe GP III, L.P.; and
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(iv)
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Friedman Fleischer & Lowe GP III, LLC.
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* The Reporting Persons have entered into a Joint Filing Agreement,
dated January 10, 2019, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting
Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Act.
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Item 2. (b)
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Address of Principal Business Office or, if None,
Residence
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The address of the principal business office of each Reporting
Person is:
c/o FFL Partners, LLC
One Maritime Plaza, Suite 2200
San Francisco, California 94111
Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman
Fleischer & Lowe Parallel Fund III, L.P. and Friedman Fleischer & Lowe GP III, L.P. are limited partnerships organized
under the laws of the State of Delaware. Friedman Fleischer & Lowe GP III, LLC is a limited liability company organized under
the laws of the State of Delaware.
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Item 2. (d)
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Title of Class of Securities
|
Common Stock, $0.01 par value ("Common Stock")
396260X100
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not Applicable.
On January 1, 2019, Green Bancorp, Inc. ("Green")
merged with and into Veritex Holdings, Inc. (“Veritex”), with Veritex as the surviving corporation. At such time, Green
ceased to exist.
(a)
|
Amount
beneficially owned:
|
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|
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See Item 9 of the attached cover pages.
|
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(b)
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Percent of class:
|
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|
|
|
|
|
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See Item 11 of the attached cover pages.
|
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote:
|
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|
|
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
|
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
|
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
|
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|
|
|
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|
See Item 8 of the attached cover pages.
|
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Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as
of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
x
.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person
|
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the
Group
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group
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Not Applicable.
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated: January 10, 2019
|
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
General Partner
|
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
General Partner
|
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
|
|
|
|
By:
|
/s/
Rajat Duggal
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EXHIBIT A
The undersigned, Friedman Fleischer &
Lowe Capital Partners III, LLC, a Delaware limited partnership, Friedman Fleischer & Lowe Parallel Fund III, L.P., a Delaware
limited partnership, Friedman Fleischer & Lowe GP III, L.P., a Delaware limited partnership and Friedman Fleischer & Lowe
GP III, LLC, a Delaware limited liability company hereby agree and acknowledge that the information required by this Amendment
No. 1 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned
further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: January 10, 2019
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FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
General Partner
|
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
General Partner
|
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
|
|
|
|
By:
Its:
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/
Rajat Duggal
|
|
FRIEDMAN FLEISCHER & LOWE GP III, LLC
|
|
|
|
By:
|
/s/
Rajat Duggal
|
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