0001104659-20-100803.txt : 20200831 0001104659-20-100803.hdr.sgml : 20200831 20200831163027 ACCESSION NUMBER: 0001104659-20-100803 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200828 FILED AS OF DATE: 20200831 DATE AS OF CHANGE: 20200831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHUTZ ANTON VILLARS CENTRAL INDEX KEY: 0001177044 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39215 FILM NUMBER: 201151842 MAIL ADDRESS: STREET 1: 396 ALHAMBRA CIRCLE, STE. 255 CITY: CORAL GABLES STATE: FL ZIP: 33134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Professional Holding Corp. CENTRAL INDEX KEY: 0001630856 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 465144312 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 396 ALHAMBRA CIRCLE, STE. 255 CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 786-483-1757 MAIL ADDRESS: STREET 1: 396 ALHAMBRA CIRCLE, STE. 255 CITY: CORAL GABLES STATE: FL ZIP: 33146 4 1 tm2029807d3_form4.xml FORM 4 X0306 4 2020-08-28 0 0001630856 Professional Holding Corp. PFHD 0001177044 SCHUTZ ANTON VILLARS 396 ALHAMBRA CIRCLE, SUITE 255 CORAL GABLES FL 33146 1 0 0 0 Class A Common Stock 2020-08-28 4 S 0 131900 10.75 D 0 I Mendon Capital Master Fund, Ltd. Class B Common Stock 2020-08-28 4 S 0 125300 10.75 D 0 I Mendon Capital Master Fund, Ltd. Class A Common Stock 2020-08-28 4 S 0 200643 10.75 D 0 I Mendon Capital QP, LP Class B Common Stock 2020-08-28 4 S 0 207711 10.75 D 0 I Mendon Capital QP, LP Class A Common Stock 2020-08-28 4 S 0 34438 10.75 D 0 I Iron Road Multi-Strategy Fund LP Class B Common Stock 2020-08-28 4 S 0 17540 10.75 D 0 I Iron Road Multi-Strategy Fund LP Class A Common Stock 2020-08-28 4 S 0 24270 10.75 D 0 I Mendon Global Long/Short Financial QP Fund Ltd. Class A Common Stock 2020-08-28 4 S 0 248430 10.75 D 0 I RMB Mendon Financial Services Fund Class A Common Stock 2020-08-28 4 J 0 526 0 D 0 D Share Appreciation Rights See Footnote 2500 D Share Appreciation Rights See Footnote 5000 D Share Appreciation Rights See Footnote 10000 D Mendon Capital Master Fund Ltd. sold 131,900 shares of PFHD's Class A Common Stock and retained 133,000 shares of PFHD's Class A Common Stock. Mr. Schutz does not have any interest in the remaining 133,000 shares of PFHD's Class A Common Stock held by Mendon Capital Master Fund Ltd., resulting in -0- shares of PFHD Class A Common Stock held by Mendon Capital Master Fund Ltd. being beneficially owned by Mr. Schutz as of August 28, 2020. Represents the cancellation of 526 shares of unvested restricted stock previously granted to Mr. Schutz as Director's fees. Share Appreciation Rights vest upon the earlier of 1,825 calendar days of continuous service after the grant date or the occurrence of certain specified, nonperformance-related events, subject to an election by the recipient. Stock Appreciation Right payments are paid at or shortly following certain specified, nonperformance-related events, such as a change in control of the issuer, in accordance with the participant's election. The Share Appreciation Rights do not expire and the Compensation Committee of the Board of Directors of the issuer has the discretion to pay the unit appreciation payments in cash or stock. (a) The indirect ownership reflected in this report relates to shares of Class A Common Stock and Class B Common Stock owned and/or previously owned by certain entities for which RMB Capital Management, LLC is the investment adviser, including Mendon Capital Master Fund Ltd., Mendon Capital QP LP, Iron Road Multi-Strategy Fund LP, Mendon Global Long/Short Financial QP Fund Ltd. and RMB Mendon Financial Services Fund, and for which Mr. Schutz is portfolio manager. As a result, Mr. Schutz may be deemed to share voting and investment power over these shares with RMB Capital Management, LLC. Mr. Schutz disclaims any beneficial ownership in the shares described herein except to the extent of his pecuniary interest therein. /s/ Michael C. Sontag 2020-08-31