¨
|
Rule 13d-1(b)
|
¨
|
Rule 13d-1(c)
|
ý
|
Rule 13d-1(d)
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 2 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Capital Master, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 3 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Capital Partners (A), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 4 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Capital Partners (B), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 5 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Partners (C) (Master), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 6 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Capital GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 7 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Sageview Capital MGP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 8 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Edward A. Gilhuly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 9 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Scott M. Stuart
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 10 of 17 Pages
|
Item 1.
|
(a)
|
Name of Issuer
|
State Bank Financial Corporation (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
415 East Paces Ferry Rd, NE
Atlanta, GA 30305 |
Item 2.
|
(a)
|
Name of Person Filing
|
This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
||
(i) Sageview Capital Master, L.P. (“Sageview Master”);
(ii) Sageview Capital Partners (A), L.P. (“Sageview (A)”);
(iii) Sageview Capital Partners (B), L.P. (“Sageview (B)”);
(iv) Sageview Partners (C) (Master), L.P. (“Sageview (C)”);
(v) Sageview Capital GenPar, L.P. (“Sageview GenPar”);
(vi) Sageview Capital MGP, LLC (“Sageview MGP”);
(vii) Edward A. Gilhuly; and
(viii) Scott M. Stuart.
|
(b)
|
Address of Principal Business Office or, if none, Residence; (c) Citizenship
|
(i) Sageview Master is a Cayman Islands exempted limited partnership formed in order to engage in the acquiring, holding and disposing of investments in various companies. The principal business office of Sageview Master is 55 Railroad Avenue, Greenwich, Connecticut 06830.
(ii) Each of Sageview (A) and Sageview (B) is a Delaware limited partnership and Sageview (C) is a Cayman Islands exempted limited partnership. Sageview (A), Sageview (B) and Sageview (C) (collectively, the “Shareholders”) were formed to act collectively as holders of 100% of the interest in Sageview Master. The principal business office of each of the Shareholders is 55 Railroad Avenue, Greenwich, Connecticut 06830.
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 11 of 17 Pages
|
(iii) Sageview GenPar is a Delaware limited partnership formed to be the sole owner of Sageview Capital GenPar, Ltd., which was formed to act as the general partner of each of the Shareholders. The principal business office of Sageview GenPar is 55 Railroad Avenue, Greenwich, Connecticut 06830. Sageview MGP is the general partner of Sageview GenPar (See Item (iv) of this Section).
(iv) Sageview MGP is a Delaware limited liability company formed to act as the general partner of Sageview GenPar. The principal business office of Sageview MGP is 55 Railroad Avenue, Greenwich, Connecticut 06830. The managing members and controlling persons of Sageview MGP are Scott M. Stuart and Edward A. Gilhuly (See Items (v) and (vi) of this Section).
(v) Mr. Gilhuly is a managing member and controlling person of Sageview MGP. Mr. Gilhuly is a United States citizen whose business address is c/o Sageview Capital LP, 245 Lytton Ave, Suite 250, Palo Alto, California 94301.
(vi) Mr. Stuart is a managing member and controlling person of Sageview MGP. Mr. Stuart is a United States citizen whose business address is 55 Railroad Avenue, Greenwich, Connecticut, 06830.
|
||
|
(d)
|
Title of Class of Securities
|
Common stock, par value $0.01 per share (the “Shares”)
|
||
(e)
|
CUSIP Number
|
856190103
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
Not applicable.
|
Item 4.
|
Ownership
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 12 of 17 Pages
|
Number of Shares as to which such person has
|
||||||
Reporting Person
|
Amount Beneficially Owned
|
Percentage of Class
|
Sole power to vote
or to direct the vote:
|
Shared power to vote
or to direct the vote:
|
Sole power to dispose or to direct the disposition of:
|
Shared power to dispose or to direct the disposition of:
|
Sageview Master
|
0
|
0%
|
||||
Sageview (A)
|
0
|
0%
|
||||
Sageview (B)
|
0
|
0%
|
||||
Sageview (C)
|
0
|
0%
|
||||
Sageview GenPar
|
0
|
0%
|
||||
Sageview MGP
|
0
|
0%
|
||||
Mr. Gilhuly
|
0
|
0%
|
||||
Mr. Stuart
|
0
|
0%
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 13 of 17 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Shares. | |
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable.
|
|
Item 10.
|
Certifications
|
Not Applicable.
|
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 14 of 17 Pages
|
SAGEVIEW CAPITAL MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
SAGEVIEW CAPITAL PARTNERS (A), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
SAGEVIEW CAPITAL PARTNERS (B), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
SAGEVIEW PARTNERS (C) MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 15 of 17 Pages
|
SAGEVIEW CAPITAL GENPAR, L.P.
|
|||
By:
|
Sageview Capital MGP, LLC
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Co-President
|
||
SAGEVIEW CAPITAL MGP, LLC
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
/s/ Scott M. Stuart | |||
Scott M. Stuart | |||
/s/ Edward A. Gilhuly | |||
Edward A. Gilhuly |
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 16 of 17 Pages
|
SAGEVIEW CAPITAL MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
SAGEVIEW CAPITAL PARTNERS (A), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
SAGEVIEW CAPITAL PARTNERS (B), L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
CUSIP No. 856190103
|
SCHEDULE 13G |
Page 17 of 17 Pages
|
SAGEVIEW PARTNERS (C) MASTER, L.P.
|
|||
By:
|
Sageview Capital GenPar, Ltd.
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
SAGEVIEW CAPITAL GENPAR, L.P.
|
|||
By:
|
Sageview Capital MGP, LLC
|
||
its General Partner
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Co-President
|
||
SAGEVIEW CAPITAL MGP, LLC
|
|||
By:
|
/s/ Scott M. Stuart
|
||
Name:
|
Scott M. Stuart
|
||
Title:
|
Director
|
||
/s/ Scott M. Stuart | |||
Scott M. Stuart | |||
/s/ Edward A. Gilhuly | |||
Edward A. Gilhuly |