0000899140-15-000188.txt : 20150206 0000899140-15-000188.hdr.sgml : 20150206 20150206164050 ACCESSION NUMBER: 0000899140-15-000188 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150206 DATE AS OF CHANGE: 20150206 GROUP MEMBERS: FRIEDMAN FLEISCHER & LOWE GP III, L.P. GROUP MEMBERS: FRIEDMAN FLEISCHER & LOWE GP III, LLC GROUP MEMBERS: FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Bancorp, Inc. CENTRAL INDEX KEY: 0001606363 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 421631980 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88500 FILM NUMBER: 15585129 BUSINESS ADDRESS: STREET 1: 4000 GREENBRIAR CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: (713) 275-8220 MAIL ADDRESS: STREET 1: 4000 GREENBRIAR CITY: HOUSTON STATE: TX ZIP: 77098 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP CENTRAL INDEX KEY: 0001412166 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: One Maritime Plaza CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: 415-402-2105 MAIL ADDRESS: STREET 1: One Maritime Plaza CITY: San Francisco STATE: CA ZIP: 94111 SC 13G 1 f13536477a.htm SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Green Bancorp, Inc.
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
39260X100
(CUSIP Number)
 
December 31, 2014
(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)
     
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 


CUSIP No.  39260X100
Page 2 of 5 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe Capital Partners III, L.P.
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
2,938,823
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
2,938,823
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,938,823
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 

 

CUSIP No.  39260X100
Page 3 of 5 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe Parallel Fund III, L.P.
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
1,947,511
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
1,947,511
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,947,511
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 

 


CUSIP No.  39260X100
Page 4 of 5 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP III, L.P.
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
5,005,898
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
5,005,898
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,898
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN

 
 
 
 
 

 
CUSIP No.  39260X100
Page 5 of 5 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP III, LLC
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
5,005,898
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
5,005,898
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,898
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
12
 
TYPE OF REPORTING PERSON (See Instructions)
OO

 
 
 
 
 
 
 
 
 

Item 1.
 
 
(a)
Name of Issuer:
     
   
Green Bancorp, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
4000 Greenbriar
   
Houston, Texas 77098
     
Item 2.
 
 
(a)
Name of Person Filing:
     
   
Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (collectively, the "Reporting Persons").
 
The Reporting Persons have entered into a Joint Filing Agreement, dated February 6, 2015, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
     
 
(b)
Address of Principal Business Office, or if none, Residence:
     
   
The address of the principal business office of each of the Reporting Persons is c/o Friedman Fleischer & Lowe, LLC, One Maritime Plaza, Suite 2200, San Francisco, CA 94111.
     
 
(c)
Citizenship:
     
   
Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P. and Friedman Fleischer & Lowe GP III, L.P. are limited partnerships organized under the laws of the State of Delaware.  Friedman Fleischer & Lowe GP III, LLC is a limited liability company organized under the laws of the State of Delaware.
     
 
(d)
Title of Class of Securities:
     
   
Common Stock, par value $0.01 per share ("Common Stock")
     
 
(e)
CUSIP Number:
     
   
39260X100
     
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:
     
   
Not applicable
     
Item 4.
Ownership.
     
 
(a)
Amount beneficially owned:
 
 
 
 
 
 

 
     
 
In the aggregate, the Reporting Persons beneficially own 5,005,898 shares of Common Stock which consists of 2,938,823 shares of Common Stock held by Friedman Fleischer & Lowe Capital Partners III, L.P., 1,947,511 shares of Common Stock held by Friedman Fleischer & Lowe Parallel Fund III, L.P., 62,256 shares of Common Stock held by FFL Individual Partners III, L.P. and 57,308 shares of Common Stock held by FFL Executive Partners III, L.P. (collectively, the "FFL Funds"). The FFL Funds are controlled by Friedman Fleischer & Lowe GP III, L.P., their general partner, which is controlled by Friedman Fleischer & Lowe GP III, LLC, its general partner.
     
 
(b)
Percent of class:
     
 
The Green Bancorp, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 as filed on November 13, 2014 indicated that there were 26,170,949 outstanding shares of Common Stock as of November 10, 2014.  Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately the following percentages of the total number outstanding shares of Common Stock.
     
   
Friedman Fleischer & Lowe Capital Partners III, L.P.: 11.2%
     
   
Friedman Fleischer & Lowe Parallel Fund III, L.P.: 7.4%
     
   
Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC: 19.1%
     
 
(c)
Number of shares as to which the person has:
     
 
Friedman Fleischer & Lowe Capital Partners III, L.P.
     
   
(i) Sole power to vote or to direct the vote: 0
     
   
(ii) Shared power to vote or to direct the vote: 2,938,823
     
   
(iii) Sole power to dispose or to direct the disposition of: 0
     
   
(iv) Shared power to dispose or to direct the disposition of: 2,938,823
     
 
Friedman Fleischer & Lowe Parallel Fund III, L.P.
     
   
(i) Sole power to vote or to direct the vote: 0
     
   
(ii) Shared power to vote or to direct the vote: 1,947,511
     
   
(iii) Sole power to dispose or to direct the disposition of: 0
     
   
(iv) Shared power to dispose or to direct the disposition of: 1,947,511
     
 
Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC
     
   
(i) Sole power to vote or to direct the vote: 0
     
   
(ii) Shared power to vote or to direct the vote: 5,005,898
     
   
(iii) Sole power to dispose or to direct the disposition of: 0
     
   
(iv) Shared power to dispose or to direct the disposition of: 5,005,898
 
 
 
 
 
 

 
     
Item 5.
Ownership of Five Percent or Less of a Class.
     
   
Not applicable
     
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.
     
   
Friedman Fleischer & Lowe Capital Partners III, L.P., a Delaware limited partnership, Friedman Fleischer & Lowe Parallel Fund III, L.P., a Delaware limited partnership, FFL Individual Partners III, L.P. a Delaware limited partnership, and FFL Executive Partners III, L.P. a Delaware limited partnership.
     
Item 8.
Identification and Classification of Members of the Group.
     
   
Not applicable
     
Item 9.
Notice of Dissolution of Group.
     
   
Not applicable
     
Item 10.
Certification.
     
   
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.

Dated: February 6, 2015

 
Friedman Fleischer & Lowe Capital Partners III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe Parallel Fund III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe GP III, L.P.
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe GP III, LLC
 
By:
/s/ Christopher A. Masto                                 
     
     

EX-99.1 2 f13536477b.htm JOINT FILING AGREEMENT
EXHIBIT A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)


This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G with respect to their ownership of the Common Stock of Green Bancorp, Inc. and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 6th day of February, 2015.


 
Friedman Fleischer & Lowe Capital Partners III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe Parallel Fund III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe GP III, L.P.
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Christopher A. Masto                                 
     
     

 
Friedman Fleischer & Lowe GP III, LLC
 
By:
/s/ Christopher A. Masto