Statement of Ownership (sc 13g)
February 14 2018 - 4:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cadence
Bancorporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
12739A100
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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Name of
Reporting Person:
Cadence Bancorp, LLC
I.R.S. Identification Number of Above Person (Entities Only):
27-2032414
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
64,075,000
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
64,075,000
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
64,075,000
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
☐
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11
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Percent of Class Represented by Amount
in Row (9)
76.6%
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12
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Type of Reporting Person
CO
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Item 1(a).
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Name of Issuer.
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Cadence Bancorporation (the Issuer).
Item 1(b).
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Address of Issuers Principal Executive Offices.
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The principal executive
offices of the Issuer are located at 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056.
Item 2(a).
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Names of Persons Filing.
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This Schedule 13G is filed on behalf of Cadence
Bancorp, LLC, a Delaware limited liability company (the Reporting Person).
Item 2(b).
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Address or Principal Business Office or, if none, Residence.
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Cadence Bancorp,
LLC
c/o Cadence Bancorporation
2800 Post Oak Boulevard, Suite 3800
Houston, Texas 77056
Cadence Bancorp, LLC is organized under the laws of the state of
Delaware.
Item 2(d).
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Title of Class of Securities.
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Class A Common Stock, par value $0.01
per share.
Item 2(e).
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CUSIP No.: 12739A100
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b),
or
13d-3(b)
or (c), check whether the person filing is a:
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☒ Not Applicable
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(a)
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☐ Broker or dealer registered under section 15 of the Act;
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act;
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the
Act;
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(d)
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☐ Investment company registered under section 8 of the Investment
Company Act of 1940;
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(e)
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☐ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
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(i)
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☐ A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐ A
non-U.S.
institution in
accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
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Explanatory Note: Prior to the Issuers initial public offering, the Reporting Person
beneficially owned 75,000,000 shares of the Issuers Class A common stock, par value $0.01 per share (the Class A Common Stock). On November 13, 2017, the Reporting Person completed the sale of 10,925,000 shares of
the Issuers common stock in connection with a secondary offering of Class A Common Stock. The shares of Class A Common Stock retained by the Reporting Person are owned of record by the Reporting Person.
(a) Amount beneficially owned:
See the Item 9 of the
Cover Page of the Reporting Person.
(b) Percent of class:
See Item 11 of the Cover Page of the Reporting Person, which is based upon Item 9 of the Cover Page of the Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Item 5 of the Cover Page of the Reporting Person.
(ii) Shared power to vote or to direct the vote
See Item 6 of the Cover Page of the Reporting Person.
(iii) Sole power to vote or to direct the vote
See Item 7 of the Cover Page of the Reporting Person.
(iv) Shared power to dispose or to direct the disposition of
See Item 8 of the Cover Page of the Reporting Person.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated: February 14, 2018
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CADENCE BANCORP, LLC
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By:
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/s/ Jerry W. Powell
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Name:
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Jerry W. Powell
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Title:
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Executive Vice President and General Counsel
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