FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NewStar Financial, Inc. [ NEWS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/20/2012 | M | 15,000 | A | $6.4 | 68,802 | D(1) | |||
Common Stock | 11/20/2012 | M | 15,000 | A | $2.2 | 83,802 | D(1) | |||
Common Stock | 11/20/2012 | M | 10,000 | A | $8.28 | 93,802 | D(1) | |||
Common Stock | 11/20/2012 | M | 10,000 | A | $10.11 | 103,802 | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $6.4 | 11/20/2012 | M | 15,000 | (2) | 05/14/2015 | Common Stock | 15,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $2.2 | 11/20/2012 | M | 15,000 | (3) | 05/13/2016 | Common Stock | 15,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $8.28 | 11/20/2012 | M | 10,000 | (4) | 05/12/2017 | Common Stock | 10,000 | $0 | 5,000 | D | ||||
Stock Option (Right to Buy) | $10.11 | 11/20/2012 | M | 10,000 | (5) | 05/11/2018 | Common Stock | 10,000 | $0 | 0 | D |
Explanation of Responses: |
1. The reporting person is also a member of the parent of the entity that advises J.P. Morgan Corsair II Capital Partners, L.P., Corsair III Financial Services Capital Partners, L.P. and Corsair III Financial Services 892 Partners, L.P. (collectively, the "Corsair Entities"). The Corsair Entities beneficially own 9,704,972 shares of the Issuer, 200,174 of which are derivative securities. The reporting person disclaims beneficial ownership of such shares. |
2. This option is for a total of 15,000 shares which vested in three substantially equal installments on May 14, 2009, 2010 and 2011. |
3. This option is for a total of 15,000 shares which vested in three substantially equal installments on May 13, 2010, 2011 and 2012. |
4. The option is vested as to 10,000 shares and the remaining 5,000 shares will vest on May 12, 2013. |
5. This option is for a total of 10,000 shares which vested in full on May 11, 2012. |
Remarks: |
John K. Bray as attorney-in-fact | 11/20/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |