As filed with
the Securities and Exchange Commission on May 17, 2021
Registration
No. 333-253497
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pre-Effective
Amendment No. 1
to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TRISTATE
CAPITAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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20-4929029
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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One Oxford
Centre
301 Grant
Street, Suite 2700
Pittsburgh,
Pennsylvania 15219
(412) 304-0304
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James F. Getz
Chairman,
President and Chief Executive Officer
TriState Capital
Holdings, Inc.
One Oxford
Centre
301 Grant
Street, Suite 2700
Pittsburgh,
Pennsylvania 15219
(412) 304-0304
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Frank M. Conner
III
Christopher
J. DeCresce
Matthew C.
Franker
Covington & Burling LLP
One CityCenter
850
Tenth Street, NW
Washington, D.C. 20001
(202) 662-6000
From
time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting company o
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Emerging growth
company o
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If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities to be registered
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Amount
to be
registered(1)(2)
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Proposed
maximum
offering price
per unit(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount
of
registration fee(4)
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Common
Stock, no par value
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9,423,430
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$24.41
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$230,025,926
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$25,095.83
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Non-Voting
Common Stock, no par value
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6,653,347
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—
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—
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$
—(5)
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(1)
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The
Registrant is hereby registering for resale from time to time by the selling stockholder an aggregate of 9,423,430 shares of common stock, including 5,730,909 shares of common
stock issuable upon conversion of the Registrant’s Series C perpetual non-cumulative
non-voting preferred stock (the “Series C Preferred Stock”) and 922,438 shares
of common stock issuable upon exercise of warrants (the “Warrants”). The
6,653,347 shares issuable upon conversion of the Series C Preferred Stock and the Warrants
may be issued in the form of non-voting common stock (the “Non-Voting
Common Stock”). The shares of Non-Voting Common Stock will automatically convert
into shares of common stock when transferred in certain limited circumstances (as described
further in the prospectus).
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(2)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
the number of shares of common stock and Non-Voting Common Stock being
registered on behalf of the selling stockholder named herein, and its permitted transferees,
shall be adjusted automatically to include any additional shares that may become issuable
as a result of any stock dividend, split, combination or similar transaction.
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(3)
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Estimated
solely for purposes of determining the registration fee pursuant to Rule 457(c) under
the Securities Act. The proposed maximum offering price per share and proposed maximum
aggregate offering price shown are based on the average of the high and low sale prices
of the Registrant’s common stock on February 23, 2021 as reported on The Nasdaq
Global Select Market.
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(5)
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No
additional consideration will be received for the Non-Voting Common Stock or upon the
conversion of Non-Voting Common Stock into common stock.
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The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information
contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities
and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED MAY 17, 2021
PROSPECTUS
9,423,430
Shares of Voting Common Stock
6,653,347
Shares of Non-Voting Common Stock
This prospectus
relates to the resale by the selling shareholder named herein, or its permitted pledgees, donees, transferees or other successors
in interest, from time to time, of up to 9,423,430 shares of common stock, which may consist of up to 9,423,430 shares of our
voting common stock, no par value (the “Voting Common Stock”), and up to 6,653,347 shares of our non-voting
common stock, no par value (the “Non-Voting Common Stock”).
The shares
registered for resale pursuant to this prospectus (the “Shares”) consist of: (i) 2,770,083 shares of Voting Common
Stock, which were issued pursuant to an Investment Agreement, dated October 10, 2020 and amended by Amendment No. 1, dated December
9, 2020 (as amended, the “Investment Agreement”), by and between TriState Capital Holdings, Inc. (the “Company”)
and the selling shareholder; (ii) 5,730,909 shares of common stock, which may be either Voting Common Stock or Non-Voting Common
Stock, issuable upon conversion of our Series C perpetual non-cumulative non-voting preferred stock (the “Series C Preferred
Stock”) (including shares of Series C Preferred Stock that may be issued as dividend payments); and (iii) 922,438 shares
of common stock, which may be either Voting Common Stock or Non-Voting Common Stock, issuable upon the exercise of warrants (the
“Warrants”). Any shares of Non-Voting Common Stock that are issued upon conversion of the Series C Preferred Stock
or exercise of the Warrants will automatically convert into shares of Voting Common Stock in a transfer (a) in a Widespread
Public Offering (as defined in the Certificate of Designation of the Series C Preferred Stock), (b) to the Company, (c) in which
no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting
securities or (d) to a controlling shareholder (each, a “Permitted Regulatory Transfer”). We are registering the Shares
on behalf of the selling shareholder, to be offered and sold from time to time, to satisfy certain registration rights that we
have granted to the selling shareholder.
The selling
shareholder identified in this prospectus, or its permitted pledgees, donees, transferees or other successors in interest, may
resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at
prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in
the section of this prospectus entitled “Plan of Distribution.” The selling shareholder will bear the commissions
and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by such selling shareholder.
We will bear all costs, expenses and fees in connection with the registration of the Shares. We will not receive any of the proceeds
from the sale of the Shares by the selling shareholder.
Our Voting
Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “TSC.” On May
14, 2021, the last reported sale price of our Voting Common Stock was $22.88 per share. You
are urged to obtain current market quotations for our Voting Common Stock.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated
by reference into this prospectus as described on page 3 of this prospectus.
Neither the
Securities and Exchange Commission (the “SEC”), nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date
of this prospectus is ,
2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus
provides you with a general description of the Shares that may be resold by the selling shareholder. In certain circumstances,
we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the
selling shareholder. We also may provide a prospectus supplement to add information to, or update or change information contained
in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus
supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents
is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference
in this prospectus or any prospectus supplement—the statement in the later-dated document modifies or supersedes the earlier
statement.
You should
read both this prospectus and any applicable prospectus supplement together with the additional information about our company
to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.” You should rely only on the information contained in or incorporated by reference
into this prospectus and any prospectus supplement. Neither we nor the selling shareholder has authorized any dealer, sales person
or other person to provide you with different information. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated
by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or
solicitation relating to the Shares in any jurisdiction in which such an offer or solicitation relating to the Shares is not authorized.
Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the Shares if the person making
the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.
Unless
the context indicates otherwise, references in this prospectus to “TriState Capital,” “the Company,” “we,”
“us,” “our” and similar references refer to TriState Capital Holdings, Inc.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements
reflect our current views with respect to, among other things, future events and our financial performance, as well as our goals
and objectives for future operations, financial and business trends, business prospects and management’s outlook or expectations
for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance,
strategies or expectations. These statements are often, but not always, made through the use of words or phrases such as “achieve,”
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “maintain,” “may,” “opportunity,” “outlook,” “plan,”
“potential,” “predict,” “projection,” “seek,” “should,” “sustain,”
“target,” “trend,” “will,” “will likely result,” and “would,” or the
negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking
statements are not historical facts, and are based on current expectations, estimates and projections about our industry and
beliefs of assumptions made by management, many of which, by their nature, are inherently uncertain. Although we believe that
the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to
be materially different from the results expressed or implied by the forward-looking statements. Accordingly, we caution you that
any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties
that change over time and are difficult to predict, including, but not limited to, the following:
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risks associated with COVID-19 and its expected impact
and duration, including effects on our operations, our clients, economic conditions and the demand for our products and services;
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our level of non-performing assets and the costs associated
with resolving problem loans, including litigation and other costs;
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deterioration
of our asset quality;
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our
ability to prudently manage our growth and execute our strategy, including the successful
integration of past and future acquisitions and our ability to fully realize the cost
savings and other benefits of our acquisitions, manage risks related to business disruption
following those acquisitions, and customer disintermediation;
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possible
additional loan and lease losses and impairment, changes in the value of collateral securing
our loans and leases and the collectability of loans and leases, particularly as a result
of the COVID-19 pandemic and the programs implemented by the Coronavirus Aid, Relief,
and Economic Security Act, including its automatic loan forbearance provisions;
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possible
changes in the speed of loan prepayments by customers and loan origination or sales volumes;
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business
and economic conditions generally and in the financial services industry, nationally
and within our local market areas, including the effects of an increase in unemployment
levels, slowdowns in economic growth and changes in demand for products or services or
the value of assets under management;
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changes
in management personnel;
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our
ability to recruit and retain key employees;
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our
ability to maintain important deposit customer relationships, our reputation and otherwise
avoid liquidity risks;
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our
ability to provide investment management performance competitive with our peers and benchmarks;
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risks
related to the phasing out of LIBOR and changes in the manner of calculating reference
rates, as well as the impact of the phase out of LIBOR and introduction of alternative
reference rates on the value of loans and other financial instruments we hold that are
linked to LIBOR;
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changes
in accounting policies, accounting standards, or authoritative accounting guidance;
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any
impairment of our goodwill or other intangible assets;
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our
ability to develop and provide competitive products and services that appeal to our customers
and target markets;
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fluctuations
in the carrying value of the assets under management held by our Chartwell Investment
Partners, LLC subsidiary, as well as the relative and absolute investment performance
of such subsidiary’s investment products;
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operational
risks associated with our business,
including cyber-security related risks;
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volatility
and direction of market interest rates;
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increased
competition in the financial services industry, particularly from regional and national
institutions;
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negative
perceptions or publicity with respect to any products or services we offer;
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adverse
judgments or other resolution of pending and future legal proceedings, and cost incurred
in defending such proceedings;
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changes
in the laws, rules, regulations, interpretations or policies relating to financial institutions,
accounting, tax, trade, monetary and fiscal matters, including economic stimulus programs,
and potential expenses associated with complying with such laws and regulations;
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our
ability to comply with applicable capital and liquidity requirements, including our ability
to generate liquidity internally or raise capital on favorable terms;
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regulatory
limits on our ability to receive dividends from our subsidiaries and pay dividends to
shareholders;
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changes
and direction of government policy towards and intervention in the U.S. financial system;
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natural
disasters and adverse weather, acts of terrorism, cyber-attacks, an outbreak of hostilities
or other international or domestic calamities, and other matters beyond our control;
and
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the
effects of any reputation, credit, interest rate, market, operational, legal, liquidity,
regulatory or compliance risk resulting from developments related to any of the risks
discussed above.
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The
foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included
in this document. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance
on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do
not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future
developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In
addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
PROSPECTUS SUMMARY
This
summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus. Because
this is a summary, it may not contain all the information that may be important to you. Therefore, you should also read the more
detailed information set forth in this prospectus, our financial statements and documents incorporated by reference
into this prospectus, before making an investment decision. See “Where You Can
Find Additional Information.”
Company Overview
We are
a bank holding company headquartered in Pittsburgh, Pennsylvania. The Company has three wholly owned subsidiaries: TriState Capital
Bank, a Pennsylvania-chartered bank; Chartwell, a registered investment advisor; and Chartwell TSC Securities Corp.,
a registered broker/dealer.
Through the Bank,
we provide commercial banking services to middle-market businesses in our primary markets throughout the states of Pennsylvania,
Ohio, New Jersey and New York. We also serve high net-worth individuals, business entities, and trusts on a national basis through
our private banking channel. We market and distribute our banking products and services through a scalable, branchless banking
model, which creates significant operating leverage throughout our business as we continue to grow. As of March 31, 2021, the
Bank had total assets of approximately $10.49 billion total loans and leases held for investment of approximately $8.54 billion
and total deposits of approximately $9.25 billion.
Through Chartwell,
we provide investment management services primarily to institutional investors, mutual funds and individual investors on a national
basis. As of March 31, 2021, Chartwell had assets under management of approximately $11.20 billion. CTSC Securities
supports marketing efforts for Chartwell’s proprietary investment products.
Our Voting Common
Stock is traded on Nasdaq under the symbol “TSC.” Our principal executive office is located at One Oxford Centre,
301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219, and our telephone number at that office is (412) 304-0304. Our website
is located at www.tristatecapitalbank.com. The information contained on our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Private Placement
We entered into
an Investment Agreement on October 10, 2020, as amended on December 9, 2020 (the “Investment Agreement”), with the selling
shareholder identified in this prospectus, pursuant to which we issued and sold to the selling shareholder (i) 2,770,083 shares of Voting
Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock in the event of certain
transfers to third-party holders or, after the second anniversary of the issuance of the Series C Preferred Stock, Non-Voting Common
Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders)
or Non-Voting Common Stock. We refer to this transaction herein as the Private Placement. An additional 138 shares of Series C Preferred
Stock may be issued as dividend payments on outstanding shares of Series C Preferred Stock (of which 11 shares were issued as a dividend
payment on April 1, 2021). In the event of a Permitted Regulatory Transfer, each outstanding share of Non-Voting Common Stock will
automatically convert into one share of Voting Common Stock. The shares of Voting Common Stock issued in the Private Placement and the
shares of Voting Common Stock and Non-Voting Common Stock issuable upon conversion of the Series C Preferred Stock and exercise of the
Warrants (including shares of Voting Common Stock issuable upon conversion of any Non-Voting Common Stock that is issued in respect of
the Series C Preferred Stock or the Warrants) are referred to herein as the Shares.
In connection with the Private Placement
and as required by the Investment Agreement, on December 30, 2020, we entered into a registration rights agreement with the selling
shareholder (the “Registration Rights Agreement”), pursuant to which we agreed to prepare and file with the SEC a
registration statement with respect to resales of the Voting Common Stock purchased, and the Voting Common Stock and Non-Voting
Common Stock issuable in respect of the other securities purchased, by the selling shareholder under the Investment Agreement.
Accordingly, as required by the Registration Rights Agreement, the registration statement of which this prospectus is a part relates
to the offer and resale of the Shares.
The Offering
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Issuer
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TriState
Capital Holdings, Inc.
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Securities
offered by the selling shareholder
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Up to 9,423,430 shares
of common stock, which may consist of up to 9,423,430 shares of Voting Common Stock and up to 6,653,347 shares of Non-Voting
Common Stock.
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Terms
of the offering
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The selling shareholder
will determine when and how it will sell the Shares offered in this prospectus, as described in the “Plan of Distribution.”
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Use
of proceeds
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We will not receive any
proceeds from the sale of the Shares by the selling shareholder in this offering. See “Use of Proceeds.”
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Risk
factors
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Investing in our securities
involves a high degree of risk. You should carefully read and consider the information beginning on page 3 of this prospectus
set forth under the heading “Risk Factors” and all other information set forth in this prospectus and the documents
incorporated herein by reference before deciding to invest in our securities.
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Nasdaq
symbol for the Voting Common Stock
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“TSC”
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RISK
FACTORS
Investing in
our securities involves certain risks. Before making an investment decision, in addition to the other information included in,
or incorporated by reference into, this prospectus, as well as the information contained in any applicable prospectus supplement,
you should carefully consider the risk factors contained in the sections titled “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this prospectus, as updated by our
Annual or Quarterly Reports for subsequent fiscal years or fiscal quarters that we file with the SEC and that are so incorporated.
See “Where You Can Find More Information.” Each
of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as well as
adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose
all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are
immaterial may also materially and adversely affect our business and operations.
USE
OF PROCEEDS
We will
not receive any proceeds from the sale of the Shares covered by this prospectus and any accompanying prospectus supplement. All
proceeds from the sale of the Shares will be for the account of the selling shareholder or its permitted pledgees, donees, transferees
or other successors in interest, as applicable.
We will
bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus including,
without limitation, registration, qualification, filing fees, Nasdaq listing fees and fees and expenses of our counsel and our
accountants, in accordance with the terms of the Registration Rights Agreement. In addition, we will bear the reasonable and documented
fees and expenses of counsel to the selling shareholder in connection with any offering conducted pursuant to this prospectus,
up to a cap, as set forth in the Registration Rights Agreement. The selling shareholder (or its permitted pledgees, donees, transferees
or other successors in interest) will pay any discounts, commissions, and fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals incurred by such selling shareholder in disposing of the Shares covered by this prospectus.
DESCRIPTION
OF SECURITIES
The
following summary of the material terms of our Voting Common Stock and Non-Voting Common Stock (referred to collectively as “common
stock”) is not intended to be a complete summary of the rights and preferences of such securities. We urge potential investors
to read our amended and restated articles of incorporation, as amended (our "Articles of Incorporation") and
our by-laws, as amended (the “By-laws”), which are filed as exhibits to the registration statement of which this prospectus
is part, as well as the applicable provisions of the Pennsylvania Business Corporation Law, as amended (the “PBCL”),
in their entirety for a complete description of the rights and preferences of our common stock.
General
Our
Articles of Incorporation authorize us to issue a total of 58,306,694 shares of common stock, no par value per share, of which
51,653,347 shares are designated as Voting Common Stock and 6,653,347 shares are designated as Non-Voting Common Stock. The authorized
but unissued shares of our capital stock will be available for future issuance without shareholder approval, unless otherwise required
by applicable law or the rules of any applicable securities exchange. As of March 31, 2021, 33,160,605 shares of our Voting Common
Stock were issued and outstanding and held by 171 shareholders of record and 0 shares of our Non-Voting Common stock were issued
and outstanding.
Voting
Each holder
of our Voting Common Stock is entitled to one vote for each share on all matters submitted to the shareholders, except as otherwise
required by law and subject to the rights and preferences of the holders of any outstanding shares of our preferred stock. Holders
of our Voting Common Stock are not entitled to cumulative voting in the election of directors.
The
holders of Non-Voting Common Stock have no voting rights or power and are not entitled to vote on any matter except as
otherwise required by law or as otherwise expressly provided for in the Articles of Incorporation. The affirmative vote
of the holders of a majority of the outstanding shares of Non-Voting Common Stock, voting separately as a class, will be required
to (i) amend, alter, change or repeal any provision of the Articles of Incorporation if such amendment, alteration, change or
repeal would significantly and adversely affect the powers, preferences, rights or privileges of the Non-Voting Common Stock contained
in the Articles of Incorporation or (ii) approve (or adopt any definitive document that contemplates) a reorganization event pursuant
to which the Non-Voting Common Stock will not be treated on equivalent terms as the Voting Common Stock in connection with any
repurchase, tender offer, subscription offer or similar transaction. In addition, so long as any shares of Non-Voting Common Stock
are outstanding, the vote or consent of the holders of at least a majority of the outstanding shares of Voting Common Stock and
the outstanding shares of Non-Voting Common Stock, voting together as a single class, will be necessary for effecting or validating
any voluntary liquidation, dissolution or winding up of the Company.
Dividends and Other
Distributions
Subject to certain
regulatory restrictions discussed herein and to the rights of holders of any preferred stock that we may issue, all shares of our common
stock are entitled to share equally in dividends from legally available funds, when, as, and if declared by our Board of Directors
(the “Board”). Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, all shares of
our common stock would be entitled to share equally in all of our remaining assets available for distribution to our shareholders after
payment of creditors and subject to any prior distribution rights related to our preferred stock.
If the
Company declares or pays a dividend with respect to the Voting Common Stock, then the Company must at the same time declare and
pay an equivalent dividend, on a per share basis, with respect to the Non-Voting Common Stock. If the Company declares or pays
a dividend with respect to the Non-Voting Common Stock, then the Company must at the same time declare and pay an equivalent dividend,
on a per share basis, with respect to the Voting Common Stock.
Preemptive Rights
Holders
of our common stock do not have preemptive or subscription rights to acquire any authorized but unissued shares of our capital
stock upon any future issuance of shares.
Preferred Stock
Our Articles
of Incorporation permit us to issue up to 150,000 shares of one or more series of preferred stock and authorize our Board to designate the preferences, limitations and relative rights of any such series of preferred stock.
As of March 31, 2021, 40,250 shares of our Series A Preferred Stock were issued and outstanding, 80,500 shares of our Series
B Preferred Stock were issued and outstanding and 661 shares of Series C Preferred Stock were issued and outstanding.
Although
the creation and authorization of preferred stock does not, in and of itself, have any effect on the rights of the holders of
our common stock, the issuance of one or more series of preferred stock may affect the holders of common stock in a number of
respects, including the following: by subordinating our common stock to the preferred stock with respect to dividend rights, liquidation
preferences, and other rights, preferences, and privileges; by diluting the voting power of our Voting Common Stock;
by diluting the earnings per share of our common stock; and by issuing common stock, upon the conversion of the preferred
stock, at a price below the fair market value or original issue price of the common stock that is outstanding prior to such issuance.
Anti-Takeover Effect of
Governing Documents and Applicable Law
Provisions of Governing Documents
Our Articles
of Incorporation and By-laws contain certain provisions that may have the effect of deterring or discouraging, among other things,
a non-negotiated tender or exchange offer for our common stock, a proxy contest for control of TriState Capital, the assumption
of control of TriState Capital by a holder of a large block of our voting stock and the removal of our management. These provisions:
empower our Board, without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are
set by our Board; divide our Board into four classes serving staggered four-year terms; eliminate cumulative voting
in elections of directors; require the request of holders of at least 10% of the outstanding shares of our capital stock
entitled to vote at a meeting to call a special shareholders’ meeting; and require at least 60 days’ advance
notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders.
Provisions of Applicable
Law
The PBCL
also contains certain provisions applicable to us which may have the effect of impeding a change in control of TriState Capital.
These provisions, among other things: prohibit (under Subchapter C of Chapter 25) shareholders from calling a special meeting,
in most circumstances, or by acting by less than unanimous written consent; prohibit (under Subchapter D of Chapter
25) shareholders from proposing amendments to a corporation’s articles of incorporation; require (under Subchapter
E of Chapter 25) that, following any acquisition by any person or group of 20% of a public corporation’s voting power, the
remaining shareholders have the right to receive payment for their shares, in cash, from such person or group in an amount equal
to the “fair value” of the shares, including an increment representing a proportion of any value payable for control
of the corporation; prohibit (under Subchapter F of Chapter 25) for five years, subject to certain exceptions, a “business
combination” (which includes a merger or consolidation of the corporation or a sale, lease or exchange of assets) with a
person or group beneficially owning 20% or more of a public corporation’s voting power, provided that this provision does
not apply to any business combinations approved by a corporation’s board of directors; generally prohibit (under Subchapter
G of Chapter 25) a person or group who or which acquires voting power in an election of directors in excess of certain thresholds
(20%, 33 1/3% and 50%) for the first time from voting the “control shares” (i.e., the shares acquired which result
in the person exceeding the applicable threshold, plus all voting shares acquired in the preceding 180 days and any other voting
shares acquired with the intent of making a “control-share acquisition”) unless voting rights are restored at a shareholders
meeting requested by the acquiring shareholder by the affirmative vote of a majority of the shares eligible to vote in elections
of directors of both (1) the disinterested shareholders and (2) all voting shares; require (under Subchapter H of Chapter
25) any person or group that publicly announces that it may acquire control of a public company, or that acquires or publicly
discloses an intent to acquire twenty percent (20%) or more of the voting power of a public company, to disgorge to the corporation
any profits that it receives from sales of the corporation’s equity securities purchased over the prior 24 or subsequent
18 months; require (under Subchapter I of Chapter 25) the payment of minimum severance benefits to certain employees whose
employment is terminated within two years of the approval of a control-share acquisition under Subchapter G of Chapter 25 of the
PBCL; prohibit (under Subchapter I of Chapter 25) the cancellation of certain labor contracts in connection with a control-share
acquisition under Subchapter G of Chapter 25 of the PBCL; expand the factors and groups (including, without limitation,
shareholders) that a corporation’s board of directors can consider in determining whether an action or transaction is in
the best interests of the corporation; provide that a corporation’s board of directors need not consider the interests
of any particular stakeholder group as dominant or controlling in determining whether an action or transaction is in the best
interests of the corporation; provide that a corporation’s directors, in order to satisfy the presumption that they
have acted in the best interests of the corporation, need not satisfy any greater obligation or higher burden of proof with respect
to actions relating to an acquisition or potential acquisition of control; and provide that the fiduciary duty of a corporation’s
directors is due solely to the corporation and may be enforced by the corporation or by a shareholder in a derivative action,
but not directly by a shareholder.
In addition
to the foregoing, the PBCL also explicitly provides that the fiduciary duties of directors do not require them to redeem any rights
under, or to modify or render inapplicable, any shareholder rights plan; render inapplicable, or make determinations under,
provisions of the PBCL relating to control transactions, business combinations, control-share acquisitions or disgorgement by
certain controlling shareholders following attempts to acquire control; or act as the board of directors, a committee of
the board or an individual director, solely because of the effect that the action could have on an acquisition or potential acquisition
of control of the corporation or the consideration that might be offered or paid to shareholders in such an acquisition.
The PBCL
further provides that any act of the board of directors, a committee of the board or an individual director relating to or affecting
an acquisition or potential or proposed acquisition of control to which a majority of the disinterested directors have assented
will be presumed to satisfy the standard of care set forth in the statute, unless it is proven by clear and convincing evidence
that disinterested directors did not consent to such act in good faith after reasonable investigation. As a result of this and
the other provisions of the PBCL, our directors have broad discretion with respect to actions that may be taken in response to
acquisitions or proposed acquisitions of corporate control.
Through
amendments to our Articles of Incorporation, we have opted out of coverage by Subchapters E, G and H of Chapter 25 of the
PBCL which are described above. As a result, those provisions would not apply to a non-negotiated attempt to acquire control of
TriState Capital, although such an attempt would still be subject to the special provisions of our governing documents described
in the paragraphs above.
The overall
effect of these provisions may be to deter a future offer or other merger or acquisition proposals that a majority of our shareholders
might view to be in their best interests as the offer might include a substantial premium over the market price of our common
stock at that time. In addition, these provisions may have the effect of assisting our Board and our management in retaining
their respective positions and placing them in a better position to resist changes that the shareholders may want to make if dissatisfied
with the conduct of our business.
THE
SELLING SHAREHOLDER
We have
prepared this prospectus to allow the selling shareholder, or its permitted pledgees, donees, transferees or other successors
in interest, to sell or otherwise dispose of, from time to time, up to 9,423,430 shares of common stock, which may consist of
up to 9,423,430 shares of Voting Common Stock and up to 6,653,347 shares of Non-Voting Common Stock.
Pursuant to the
Investment Agreement on December 30, 2020 we issued and sold to the selling shareholder, for gross proceeds of $105 million, (i) 2,770,083
shares of Voting Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock
in the event of certain transfers to third-party holders or, after the second anniversary of the Private Placement, Non-Voting Common
Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders)
or Non-Voting Common Stock. An additional 138 shares of Series C Preferred Stock may be issued as dividend payments on outstanding shares
of Series C Preferred Stock (of which 11 shares were issued as a dividend payment on April 1, 2021). In the event of a Permitted
Regulatory Transfer, each outstanding share of Non-Voting Common Stock will automatically convert into one share of Voting Common Stock.
The shares of Voting Common Stock issued in the Private Placement and the shares of Voting Common Stock and Non-Voting Common Stock issuable
upon conversion of the Series C Preferred Stock and exercise of the Warrants (including shares of Voting Common Stock issuable upon conversion
of any Non-Voting Common Stock that was previously issued in respect of the Series C Preferred Stock or the Warrants) are referred to
herein as the Shares.
In connection
with certain registration rights we granted to the selling shareholder pursuant to the Registration Rights Agreement, we filed with the
SEC a registration statement on Form S-3, of which this prospectus forms a part, with respect to the resale or other disposition of the
Shares offered by this prospectus. We have agreed to prepare and file amendments and supplements to the registration statement to the
extent necessary to keep the registration statement effective for the period of time required under our agreement with the selling shareholder.
The following
table sets forth the name of the selling shareholder and the aggregate number of Shares that the selling shareholder may offer
and sell pursuant to this prospectus. The selling shareholder may sell some, all or none of the Shares. If all of the shares of
Voting Common Stock registered pursuant to this prospectus are sold by the selling shareholder hereunder, no shares of
Non-Voting Common Stock will be sold hereunder. Conversely, if any shares of Non-Voting Common Stock registered pursuant to this
prospectus are sold by the selling shareholder hereunder, the number of shares of Voting Common Stock available for sale
hereunder will be decreased by the number of Non-Voting Common Stock sold hereunder.
We currently
have no agreements, arrangements or understandings with the selling shareholder regarding the sale or other disposition of any
of the Shares. The Shares may be offered and sold from time to time by the selling shareholder or its permitted pledgees, donees,
transferees or other successors in interest, pursuant to this prospectus; provided that the registration rights with respect to
the Shares may not be transferred other than to (i) an affiliate of the selling shareholder or (ii) any person to whom Shares
representing at least 2% of the then outstanding shares of our Voting Common Stock or Non-Voting Common Stock, as applicable (assuming
the shares of Series C Preferred Stock or applicable Warrant have been converted or exercised in full) are transferred, as applicable,
other than in a transaction pursuant to a registration statement or Rule 144 of the Securities Act that results in such Shares
ceasing to be eligible for registration rights pursuant to the Registration Rights Agreement (each, a “Permitted Reg
Rights Holder”).
The information
below assumes the offer and sale of all Shares beneficially owned by the selling shareholder and available for sale under this
prospectus and assumes no further acquisitions or dispositions of Shares by the selling shareholder.
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Number of Shares Beneficially
Owned Before Offering(1)
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Number of Shares
Offered
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Number
of Shares Beneficially
Owned After Offering
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Name and Address of
Selling Shareholder
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Common
Stock
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Nonvoting
Common
Stock
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Common
Stock
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Nonvoting
Common
Stock
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Common
Stock
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Non-Voting
Common
Stock
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T-VIII PubOpps LP(2)
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9,423,430
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(3)(4)
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—
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9,423,430
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(3)(4)
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6,653,347
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(4)(5)
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0
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0
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(1)
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For
purposes of this table, a person or group of persons is deemed to have “beneficial
ownership” of any shares that are currently exercisable or exercisable within 60
days of May 17, 2021. Notwithstanding the foregoing, the beneficial ownership
amounts assume the sale of all Shares that may be offered pursuant to this prospectus
without taking into account certain limitations, including that, consistent with the
Investment Agreement and applicable banking regulations, at no time may funds managed
by Stone Point Capital LLC (“Stone Point”), including the selling shareholder,
own, control or have the power to vote 10% or more of the Company’s voting securities.
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(2)
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The
sole general partner of T-VIII PubOpps LP (“T-VIII PubOpps”) is T-VIII PubOpps
GP LLC, a Delaware limited liability company (“T-VIII GP”). As the general
partner of T-VIII PubOpps, T-VIII GP holds voting and investment power with respect to
the shares of common stock that are, or may be deemed to be, beneficially owned by T-VIII
PubOpps. The sole managing member of T-VIII GP is Trident VIII, L.P., a Cayman Islands
exempted limited partnership (“Trident VIII”). As the sole managing member
of T-VIII GP, Trident VIII holds voting and investment power with respect to the shares
of common stock that are, or may be deemed to be, beneficially owned by T-VIII GP. The
sole general partner of Trident VIII is Trident Capital VIII, L.P., a Cayman Islands
exempted limited partnership (“Trident VIII GP” and, together with T-VIII
GP and Trident VIII, the “Stone Point Entities”). As the general partner
of Trident VIII, Trident VIII GP holds voting and investment power with respect to the
shares of common stock that are, or may be deemed to be, beneficially owned by Trident
VIII. The general partners of Trident VIII GP are five single member limited liability
companies that are owned by individuals who are members of Stone Point (Charles A. Davis,
Stephen Friedman, James D. Carey, David J. Wermuth and Nicolas D. Zerbib). Pursuant to
certain management agreements, Stone Point has received delegated authority from Trident
VIII GP relating to Trident VIII, including the authority to exercise voting rights of
shares of common stock on behalf of Trident VIII, except with respect to any portfolio
investment where Trident VIII controls 10% or more of the voting power of such portfolio
company, in which case delegated discretion to exercise voting rights may not be exercised
on behalf of Trident VIII without first receiving direction from the Investment Committee
of Trident VIII GP or a majority of the general partners of Trident VIII GP. The management
agreements do not delegate any power with respect to the disposition of shares of common
stock held by Trident VIII. The principal business address for T-VIII PubOpps is c/o
CSC at 251 Little Falls Drive, Wilmington, Delaware 19808. The principal business address
for each of the other Stone Point Entities is c/o Stone Point at 20 Horseneck Lane, Greenwich,
CT 06830.
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(3)
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Consists
of (i) 2,770,083 shares of Voting Common Stock, (ii) 5,730,909 shares of Voting Common
Stock issuable upon conversion of Series C Preferred Stock (including shares of Voting
Common Stock issuable upon conversion of any Non-Voting Common Stock that is issued upon
conversion of the Series C Preferred Stock) and (iii) 922,438 shares of Voting Common
Stock issuable upon exercise of Warrants (including shares of Voting Common Stock issuable
upon conversion of any Non-Voting Common Stock that is issued upon conversion of the
Warrants).
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(4)
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Assumes
the election to receive all dividends payable in respect of outstanding Series C Preferred
Stock in the form of additional shares of Series C Preferred Stock.
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(5)
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Consists
of (i) 5,730,909 shares of Non-Voting Common Stock issuable upon conversion of Series
C Preferred Stock and (ii) 922,438 shares of Non-Voting Common Stock issuable
upon exercise of Warrants.
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Relationship with the Selling
Shareholder
Investment Agreement
As discussed
above, on October 10, 2020, we and the selling shareholder entered into the Investment Agreement, as amended by Amendment No. 1, dated
December 9, 2020, pursuant to which we issued and sold to the selling shareholder, for gross proceeds of $105 million, (i) 2,770,083
shares of Voting Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock
in the event of certain transfers to third-party holders or, after the second anniversary of the Private Placement, Non-Voting Common
Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders)
or Non-Voting Common Stock. An additional 138 shares of Series C Preferred Stock may be issued as dividend payments on outstanding shares
of Series C Preferred Stock (of which 11 shares were issued as a dividend payment on April 1, 2021). In the event of a Permitted
Regulatory Transfer, each outstanding share of Non-Voting Common Stock will automatically convert into one share of Voting Common Stock
of the Company.
Registration Rights Agreement
Pursuant
to the Registration Rights Agreement with the selling shareholder, we agreed to prepare and file with the SEC the registration
statement of which this prospectus forms a part that permits the resale of the Shares and, subject to certain exceptions, use
reasonable best efforts to keep such registration statement effective under the Securities Act until (i) all Shares registered
by the registration statement have been disposed of in accordance with the registration statement, (ii) the Shares have been sold
in accordance with Rule 144 of the Securities Act and the restrictive legend on such Shares has been removed, (iii) the Shares
have been transferred in a transaction in which the transferor’s rights under the Registration Rights Agreement are not
assigned to the transferee of the Shares in accordance with the terms of the Registration Rights Agreement, or (iv) all Shares
have ceased to be outstanding.
The selling
shareholder may transfer or assign all or any portion of its rights under the Registration Rights Agreement in connection with
the transfer of shares of Voting Common Stock issued pursuant to the Investment Agreement, shares of the Series C Preferred Stock
and the Warrants without our prior written consent; provided that such transferee or assignee agrees in writing with us to be
bound by the Registration Rights Agreement and is a Permitted Reg Rights Holder.
We have
also agreed, among other things, to indemnify the selling shareholder (or its permitted pledgees, donees, transferees or other
successors in interest, as applicable) and its affiliates, partners, officers, directors, employees, advisors, representatives
and agents, and any person who controls such shareholder (within the meaning of the Securities Act or the Exchange Act) from all
losses and liabilities arising under the registration statement of which this prospectus forms a part and any securities laws
applicable to the registration statement of which this prospectus forms a part and to pay all fees and expenses (including, without
limitation, reasonable attorneys’ fees and expenses and reasonable costs of investigation).
Board of Directors
Pursuant
to the Investment Agreement, on January 14, 2020, Christopher M. Doody was appointed to the Board. The Investment Agreement
provides that the selling shareholder is entitled to designate one representative to be appointed to the Board and the board of
directors of TriState Capital Bank until such time as the selling shareholder and its affiliates no longer beneficially own 4.5%
of the Company’s outstanding shares of Voting Common Stock or Non-Voting Common Stock (including shares issuable upon conversion
of the Series C Preferred Stock or exercise of Warrants).
Except
as described above, neither the selling shareholder nor any persons having control over such selling shareholder has held any
position or office with us or our affiliates within the last three years or has had a material relationship with us or any of
our predecessors or affiliates within the past three years, other than as a result of the ownership of the Shares.
PLAN
OF DISTRIBUTION
The selling
shareholder, and its permitted pledgees, donees, transferees, distributees, beneficiaries or other successors in interest, may
from time to time offer some or all of the Shares by this prospectus. We will not receive any of the proceeds from the sale of
the Shares covered by this prospectus by the selling shareholder. The selling shareholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale. We will bear all fees and expenses incident to our obligation
to register the Shares covered by this prospectus.
The selling
shareholder may sell all or a portion of the Shares beneficially owned by it and offered hereby from time to time directly to
one or more purchasers or to or through one or more underwriters, broker-dealers or agents or through a combination of any of
these methods. If the Shares are sold through underwriters or broker-dealers, the selling shareholder will be responsible for
underwriting discounts or commissions or agent’s commissions in connection with the Shares held by such selling shareholder.
The Shares may be sold on any national securities exchange or quotation service on which the Shares may be listed or quoted at
the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter
market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions.
The selling
shareholder may use any one or more of the following methods when disposing of Shares or interests therein:
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·
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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·
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block
trades in which the broker-dealer will attempt to sell the Shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;
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·
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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·
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an
over-the-counter distribution;
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·
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an
exchange distribution in accordance with the rules of the applicable exchange;
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·
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privately
negotiated transactions;
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·
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short
sales effected after the effective date of the registration statement of which this prospectus
is a part;
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·
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through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
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·
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in
“at the market” offerings, as defined in Rule 415 under the Securities Act,
at negotiated prices, at prices prevailing at the time of sale or prices related to such
prevailing market prices, including sales made directly on a national securities exchange
or sales made through a market maker other than on an exchange or other similar offerings
through sales agents;
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·
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through
trading plans entered into by the selling shareholder pursuant to Rule 10b5-1 under the
Exchange Act, that are in place at the time of an offering pursuant to this prospectus
and any applicable prospectus supplement hereto that provide for periodic sales of their
securities on the basis of parameters described in such trading plans;
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·
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through
firm-commitment underwritten public offerings;
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·
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a
combination of any such methods of sale; or
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·
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any
other method permitted pursuant to applicable law.
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The selling
shareholder may, from time to time, pledge or grant a security interest in some or all of the Shares owned by it and, if it defaults
in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time,
under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of the selling shareholder to include the pledgee, transferee, or other successors in interest as the selling
shareholder under this prospectus. The selling shareholder also may transfer the Shares in other circumstances, in which case
the transferees, pledgees or other successors in interest will be the beneficial owners for purposes of this prospectus.
In connection
with the sale of Shares, or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers
or affiliates thereof or other financial institutions, which may in turn engage in short sales of our common stock in the course
of hedging the positions it assumes. The selling shareholder may also sell Shares short and deliver the Shares to close out its
short positions, or loan or pledge the Shares to broker-dealers that in turn may sell these securities. The selling shareholder
may also enter into option or other transactions with broker-dealers or affiliates thereof or other financial institutions or
the creation of one or more derivative securities which require the delivery to such broker-dealer or affiliates thereof or other
financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In addition,
the selling shareholder may enter into derivative or hedging transactions with third parties, or sell securities not covered by
this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties
may sell the applicable securities covered by and pursuant to this prospectus and an applicable prospectus supplement or pricing
supplement, as the case may be. If so, the third party may use securities borrowed from the selling shareholder or others to settle
such sales and may use securities received from the selling shareholder to close out any related short positions. The selling
shareholder may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties,
who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to
this prospectus and the applicable prospectus supplement or pricing supplement, as the case may be.
Unless
otherwise specified in connection with any particular offering of Shares, the obligations of the underwriters to purchase the
Shares will be subject to certain conditions contained in an underwriting agreement that the selling shareholder will enter into
with the underwriters at the time of the sale to them. The underwriters will be obligated to purchase all of the Shares of the
series offered if any of the Shares are purchased, unless otherwise specified in connection with any particular offering of Shares.
Any initial offering price and any discounts or concessions allowed, reallowed or paid to dealers may be changed from time to
time.
The selling
shareholder may designate agents to sell the Shares. Unless otherwise specified in connection with any particular offering of
Shares, the agents will agree to use their best efforts to solicit purchases for the period of their appointment. The selling
shareholder may also sell the Shares to one or more remarketing firms, acting as principals for their own accounts or as agents
for the selling shareholder. These firms will remarket the Shares upon purchasing them in accordance with a redemption or repayment
pursuant to the terms of the Shares. A prospectus supplement or pricing supplement, as the case may be, will identify any remarketing
firm and will describe the terms of its agreement, if any, with the selling shareholder and its compensation.
In connection
with offerings made through underwriters or agents, the selling shareholder may enter into agreements with such underwriters or
agents pursuant to which the selling shareholder receives our outstanding securities in consideration for the Shares being offered
to the public for cash. In connection with these arrangements, the underwriters or agents may also sell Shares covered by this
prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters
or agents may use the Shares received from the selling shareholder under these arrangements to close out any related open borrowings
of securities.
Broker-dealers
engaged by the selling shareholder may arrange for other broker-dealers to participate in sales. If the selling shareholder effects
certain transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholder or commissions
from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal. Such commissions will be in
amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will
not be in excess of a customary brokerage commission in compliance with applicable rules of the Financial Industry Regulatory
Authority, Inc. (“FINRA”); and in the case of a principal transaction, a markup or markdown in compliance with
applicable FINRA rules.
The aggregate
proceeds to the selling shareholder from the sale of the Shares offered by it will be the purchase price of the Shares less discounts
or commissions, if any. The selling shareholder reserves the right to accept and, together with its agents from time to time,
to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. The selling shareholder
also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act,
rather than under this prospectus, provided that it meets the criteria and conforms to the requirements of that rule.
The selling
shareholder and any underwriters, broker-dealers or agents that participate in the sale of the Shares, or interests therein, may
be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities
Act. The selling shareholder is subject to the prospectus delivery requirements of the Securities Act.
To the
extent required pursuant to Rule 424(b) under the Securities Act, the Shares to be sold, the names of the selling shareholder,
the purchase price and public offering price and the net proceeds to be received by the selling shareholder from the sale, the
names of any agents, dealer or underwriter and the amounts of Shares underwritten or purchased by each of them, if any, any applicable
commissions or discounts with respect to a particular offer, any delayed delivery arrangements and any securities exchange or
markets on which the Shares may be listed will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
The offer
and sale of the Shares described in this prospectus by the selling shareholder, the underwriters or the third parties described
above may be effected from time to time in one or more transactions, including privately negotiated transactions, either:
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at
a fixed price or prices, which may be changed;
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·
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at
market prices prevailing at the time of sale;
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·
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at
prices related to the prevailing market prices; or
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The selling
shareholder may choose to sell the Shares directly. In this case, no underwriters or agents would be involved.
The selling
shareholder may also sell the Shares offered by any applicable prospectus supplement in “at-the-market offerings”
within the meaning of Rule 415 of the Securities Act of 1933, to or through a market maker or into an existing trading market,
on an exchange or otherwise.
The selling
shareholder may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase Shares on a delayed
delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable
prospectus supplement or pricing supplement, as the case may be, will provide the details of any such arrangement, including the
offering price and commissions payable on the solicitations.
The selling
shareholder will enter into such delayed contracts only with institutional purchasers that it approves. These institutions may
include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable
institutions.
In order
to comply with the securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
The selling
shareholder may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act. Agents, underwriters, dealers and remarketing firms, and their affiliates,
may engage in transactions with, or perform services for, the selling shareholder in the ordinary course of business. This includes
commercial banking and investment banking transactions.
The selling
shareholder and any other person participating in a sale of the Shares registered under this prospectus will be subject to applicable
provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Shares by the selling shareholder
and any other participating person. All of the foregoing may affect the marketability of the Shares and the ability of any person
or entity to engage in market-making activities with respect to the Shares. In addition, we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling shareholder for the purpose of satisfying the
prospectus delivery requirements of the Securities Act. The selling shareholder may indemnify any broker-dealer that participates
in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities
Act.
In connection
with any offering of common stock, the underwriters may purchase and sell shares of common stock in the open market. These transactions
may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of
common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate
short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented
by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short
position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered
syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the
exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the
over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open
market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure
on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress for the
purpose of pegging, fixing or maintaining the price of the securities.
In connection
with any offering, the underwriters may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling
concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they
commence these transactions, discontinue them at any time.
LEGAL
MATTERS
The validity
of the securities offered by this prospectus will be passed upon by Karla Villatoro de Friedman, our General Counsel and Secretary.
As of May 14, 2021, Ms. Villatoro de Friedman held 375 depositary shares, each representing a 1/40th ownership interest
in a share of our 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value, 4,400 shares
of Voting Common Stock as well as 36,787 restricted shares of Voting Common Stock and options to purchase 1,500 shares
of Voting Common Stock granted under our equity incentive plans, and was eligible to receive additional equity awards under such
plans.
EXPERTS
The consolidated
financial statements of TriState Capital Holdings, Inc. as of December 31, 2020 and 2019, and for the years in the three-year
period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting
as of December 31, 2020, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the consolidated financial statements refers to a change in the method of accounting for recognition
and measurement of credit losses as of December 31, 2020 which has been applied retroactively to January 1, 2020 due to
the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public on the SEC’s website at www.sec.gov.
The following
documents are incorporated by reference into this document:
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·
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the
description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021, including
any amendments or reports filed for the purposes of updating this description.
|
All reports
and other documents we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering
is completed will also be incorporated by reference into this prospectus and deemed to be part hereof (other than any information
furnished to, rather than filed with, the SEC, unless expressly stated otherwise therein). The most recent information that we
file with the SEC automatically updates and supersedes older information. The information contained in any such filing will be
deemed to be a part of this prospectus commencing on the date on which the document is filed.
Any documents
incorporated by reference into this prospectus are available without charge to you, upon written request on the Internet at www.tristatecapitalbank.com
or upon written or oral request by contacting our Investor Relations department at TriState Capital Holdings, Inc., One Oxford
Centre, 301 Grant Street, Suite 2700, Pittsburgh, PA 15219. Attention: Investor Relations, (412) 304-0304. The reference to our
website is not intended to be an active link and the information on, or that can be accessed through, our website is not, and
you must not consider the information to be, a part of this prospectus or any other filings we make with the SEC.
PART
II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses
of Issuance and Distribution.
Set forth
below is an estimate (except for registration fees, which are actual) of the approximate amount of the types of fees and expenses
listed below that were paid or are payable by us in connection with the issuance and distribution of the Shares to be registered
by this registration statement. None of the expenses listed below are to be borne by the selling shareholder named in the prospectus
that forms a part of this registration statement.
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Expense
|
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Amount
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SEC Registration Fee
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$
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25,095.83
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Accounting Fees and Expenses
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$
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15,000.00
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Legal Fees and Expenses
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$
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35,000.00
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|
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Miscellaneous
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—
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|
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Total
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$
|
75,095.83
|
|
Item 15. Indemnification
of Officers and Directors.
Sections
1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law, contain provisions for mandatory
and discretionary indemnification of a corporation’s directors, officers and other personnel, and related matters.
Under
Section 1741 of the Pennsylvania Business Corporation Law, subject to certain limitations, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative or corporate actions), to which any such officer or director is a party
or is threatened to be made a party by reason of such officer or director being a representative of the corporation or serving
at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, so long as the director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding,
such officer or director had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding
by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section
1742 of the Pennsylvania Business Corporation Law permits indemnification in derivative and corporate actions if the director
or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation,
except in respect of any claim, issue or matter as to which the officer or director has been adjudged to be liable to the corporation
unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the officer or director is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.
Under
Section 1743 of the Pennsylvania Business Corporation Law, indemnification is mandatory to the extent that the officer or director
has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or 1742 of the
Pennsylvania Business Corporation Law.
Section
1744 of the Pennsylvania Business Corporation Law provides that, unless ordered by a court, any indemnification under Section
1741 or 1742 of the Pennsylvania Business Corporation Law shall be made by the corporation only as authorized in the specific
case upon a determination that the officer or director met the applicable standard of conduct, and such determination must be
made by (i) the board of directors by a majority vote of a quorum of directors not parties to the action or proceeding, (ii) if
a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the shareholders.
Section
1745 of the Pennsylvania Business Corporation Law provides that expenses (including attorneys’ fees) incurred by a director
or officer in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking
by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation. Except as otherwise provided in the corporation’s by-laws, the Pennsylvania Business Corporation Law
provides that advancement of expenses must be authorized by the board of directors.
Section
1746 of the Pennsylvania Business Corporation Law provides generally that the indemnification and advancement of expenses provided
by Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall not be deemed exclusive of any other rights to
which an officer or director seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another
capacity while holding that office. In no event may indemnification be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section
1747 of the Pennsylvania Business Corporation Law grants a corporation the power to purchase and maintain insurance on behalf
of any director or officer against any liability incurred by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against that liability under Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law.
Sections
1748 and 1749 of the Pennsylvania Business Corporation Law extend the indemnification and advancement of expenses provisions contained
in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law to successor corporations in fundamental changes and
to officers and directors serving as fiduciaries of employee benefit plans.
Section
1750 of the Pennsylvania Business Corporation Law provides that the indemnification and advancement of expenses provided by, or
granted pursuant to, Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director or officer shall inure to the benefit of
the heirs and personal representatives of such person.
The goal
of the aforementioned provisions of the Pennsylvania Business Corporation Law and those of our By-Laws, described below, is to
limit the monetary liability of our officers and directors to us and to our shareholders and provide for indemnification of our
officers and directors for liabilities and expenses that they may incur in such capacities.
Our By-Laws
include a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty
as a director, to the fullest extent permitted by Pennsylvania law. Our By-Laws also provide that:
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·
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we must indemnify our directors to the
fullest extent permitted by applicable law; and
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·
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we must advance expenses, as incurred,
to our directors in connection with a legal proceeding to the fullest extent permitted by applicable law, subject to very
limited exceptions.
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Our By-Laws also
provide that that we will be the indemnitor of “first resort” with respect to any claims against our directors for
indemnification that are indemnifiable by both us and any other parties. Accordingly, to the extent that indemnification is permissible
under applicable law, we will have full liability for such claims (including for the advancement of any expenses) and we have
waived all related rights of contribution, subrogation or other recovery that we might otherwise have against the other parties.
We have obtained
directors’ and officers’ insurance for our directors, officers and some employees for specified liabilities. Our ability
to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not
limited to, 12 U.S.C. 1828(k).
Item 16. Exhibits.
Exhibit
Number
|
Description of Document
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3.1
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Amended
and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 333-187681) of TriState Capital Holdings, Inc., filed with the SEC on April 16, 2013).
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|
3.2
|
Articles
of Amendment for TriState Capital Holdings, Inc. 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred
Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed
with the SEC on March 20, 2018).
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3.3
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Statement
of Correction to the Articles of Amendment of TriState Capital Holdings. Inc. 6.75% Fixed-to-Floating Rate Series A Non-Cumulative
Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of TriState Capital
Holdings, Inc., filed with the SEC on May 29, 2019).
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3.4
|
Articles
of Amendment for TriState Capital Holdings, Inc. 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred
Stock (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed
with the SEC on May 29, 2019).
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3.5
|
Certificate
of Designation of Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock, dated as of December 29, 2020
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed with
the SEC on December 30, 2020).
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3.6
|
Articles of Amendment of TriState Capital Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed with the SEC on May 17, 2021).
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3.7
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By-laws,
as amended (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1 (File No.
333-187681) of TriState Capital Holdings, Inc., filed with the SEC on April 16, 2013).
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4.1
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Specimen
common stock certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 333-187681) of TriState Capital Holdings, Inc., filed with the SEC on April 16, 2013).
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5.1*
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Opinion of Karla Villatoro de Friedman, General Counsel.
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10.1
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Investment
Agreement, dated as of October 10, 2020, by and between TriState Capital Holdings, Inc. and T-VIII PubOpps LP (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed with the SEC on October
13, 2020).
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10.2
|
Amendment
No. 1 to Investment Agreement, dated as of December 9, 2020, by and between TriState Capital Holdings, Inc. and T-VIII PubOpps
LP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of TriState Capital Holdings, Inc., filed
with the SEC on December 30, 2020).
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10.3
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Form of Registration Rights Agreement (included in Exhibit 10.1).
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23.1*
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Consent of Karla Villatoro de Friedman (included in Exhibit 5.1).
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23.2*
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Consent of KPMG LLP, independent registered accounting firm.
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24.1
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Power of Attorney (included on signature page).
|
* Filed
herewith.
Item 17. Undertakings.
The undersigned
registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, that are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 17, 2021.
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TRISTATE
CAPITAL HOLDINGS, INC.
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By:
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/s/
James F. Getz
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Name:
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James
F. Getz
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Title:
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Chairman,
President and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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*
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Chairman, President, Chief Executive Officer
and Director
|
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May 17, 2021
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James F. Getz
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(Principal Executive Officer)
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*
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Chief Financial Officer
|
|
May 17, 2021
|
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David J. Demas
|
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(Principal Financial Officer and Principal
Accounting Officer)
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*
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Director
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May 17, 2021
|
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David Bonvenuto
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*
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Director
|
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May 17, 2021
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Anthony J. Buzzelli
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Signature
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Title
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Date
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*
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Director
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May
17, 2021
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Helen Hanna Casey
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*
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Director
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May 17, 2021
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E.H. (Gene) Dewhurst
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*
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Director
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May 17, 2021
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James J. Dolan
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*
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Director
|
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May 17, 2021
|
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Christopher M. Doody
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*
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Director
|
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May 17, 2021
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Audrey P. Dunning
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*
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Director
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May 17, 2021
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Brian S. Fetterolf
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*
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Director
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May 17, 2021
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Michael Harris
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*
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Director
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May 17, 2021
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Kim A. Ruth
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*
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Director
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May 17, 2021
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A. William Schenck
III
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*
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Director
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May 17, 2021
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John B. Yasinsky
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* By:
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Karla Villatoro de Friedman
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Attorney-in-Fact
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