Schedule 13G

0001193125-17-041949.txt : 20170214 0001193125-17-041949.hdr.sgml : 20170214 20170214075002 ACCESSION NUMBER: 0001193125-17-041949 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: SILVERCREST ASSET MANAGEMENT GROUP INC. GROUP MEMBERS: SILVERCREST L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANCORPSOUTH INC CENTRAL INDEX KEY: 0000701853 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640659571 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33594 FILM NUMBER: 17602463 BUSINESS ADDRESS: STREET 1: ONE MISSISSIPPI PL CITY: TUPELO STATE: MS ZIP: 38804 BUSINESS PHONE: 6626802000 MAIL ADDRESS: STREET 1: PO BOX 789 CITY: TUPELO STATE: MS ZIP: 38802-0789 FORMER COMPANY: FORMER CONFORMED NAME: BANCORP OF MISSISSIPPI INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERCREST ASSET MANAGEMENT GROUP LLC CENTRAL INDEX KEY: 0001232395 IRS NUMBER: 134194623 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1330 AVE OF THE AMERICAS STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126490600 MAIL ADDRESS: STREET 1: 1330 AVE OF THE AMERICAS STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 d317082dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Bancorpsouth, Inc.

(Name of Issuer)

Common Stock,

par value $2.50 per share

(Title of Class of Securities)

059692103

(CUSIP Number)

December 31, 2016

(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).


1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Silvercrest Asset Management Group 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. New York, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0 shares
		6	Shared Voting Power 4,761,186 shares Refer to Item 4 below.
		7	Sole Dispositive Power 0 shares
		8	Shared Dispositive Power 4,761,186 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,761,186 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ N/A
11	Percent of Class Represented by Amount in Row (9)* 5.1% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) IA, OO


1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Silvercrest 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, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0 shares
		6	Shared Voting Power 4,761,186 shares Refer to Item 4 below.
		7	Sole Dispositive Power 0 shares
		8	Shared Dispositive Power 4,761,186 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,761,186 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ N/A
11	Percent of Class Represented by Amount in Row (9)* 5.1% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) HC, PN


1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Silvercrest Asset Management Group Inc.
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, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0 shares
		6	Shared Voting Power 4,761,186 shares Refer to Item 4 below.
		7	Sole Dispositive Power 0 shares
		8	Shared Dispositive Power 4,761,186 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,761,186 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ N/A
11	Percent of Class Represented by Amount in Row (9)* 5.1% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) HC, CO

Item 1.

(a)

Name of Issuer

Bancorpsouth, Inc.

(b)

Address of Issuer’s Principal Executive Offices

One Mississippi Plaza, 201 South Spring Street

Tupelo, Mississippi 38804

Item 2.

(a)

Name of Person Filing

Silvercrest Asset Management Group LLC

Silvercrest L.P.

Silvercrest Asset Management Group Inc.

(b)

Address of Principal Business Office or, if none, Residence

1330 Avenue of the Americas, 38th Floor

New York, NY 10019

(c)

Citizenship

Silvercrest Asset Management Group LLC - New York, United States of America

Silvercrest L.P. - Delaware, United States of America

Silvercrest Asset Management Group Inc. - Delaware, United States of America

(d)

Title of Class of Securities

Common Stock, $2.50 par value per share

(e)

CUSIP Number

059692103

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)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance Company as defined in Section 3(a)(19) of the Act

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	☒	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☒	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of December 31, 2016, Silvercrest Asset Management Group LLC (“SAMG LLC”) beneficially owned 4,761,186 shares of Common Stock, which is 5.1% of the Issuer’s outstanding Common Stock. The percentage herein is calculated based upon the aggregate total of the 93,652,099 shares of Common Stock issued and outstanding as of October 31, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2016.

(a)

Amount Beneficially Owned

Silvercrest Asset Management Group LLC – 4,761,186 shares

Silvercrest L.P. - 4,761,186 shares

Silvercrest Asset Management Group Inc. - 4,761,186 shares

(b)

Percent of Class

Silvercrest Asset Management Group LLC - 5.1%

Silvercrest L.P. – 5.1%

Silvercrest Asset Management Group Inc. - 5.1%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

Silvercrest Asset Management Group LLC - 0 shares

Silvercrest L.P. - 0 shares

Silvercrest Asset Management Group Inc. - 0 shares

(ii)

shared power to vote or to direct the vote

Silvercrest Asset Management Group LLC - 4,761,186 shares

Silvercrest L.P. - 4,761,186 shares

Silvercrest Asset Management Group Inc. - 4,761,186 shares

(iii)

sole power to dispose or to direct the disposition of

Silvercrest Asset Management Group LLC - 0 shares

Silvercrest L.P. - 0 shares

Silvercrest Asset Management Group Inc. - 0 shares

(iv)

shared power to dispose or to direct the disposition of

Silvercrest Asset Management Group LLC - 4,761,186 shares

Silvercrest L.P. - 4,761,186 shares

Silvercrest Asset Management Group Inc. - 4,761,186 shares

*** Shares reported herein represent shares held by investment advisory clients of SAMG LLC. Silvercrest L.P. is the sole member of SAMG LLC. Silvercrest Asset Management Group Inc. is the general partner of Silvercrest L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

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

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.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

February 14, 2017


SILVERCREST ASSET MANAGEMENT GROUP LLC

By:		Silvercrest L.P., its sole member

By:		/s/ David J. Campbell
		David J. Campbell Secretary

SILVERCREST L.P.

By:		/s/ David J. Campbell
		David J. Campbell Secretary

SILVERCREST ASSET MANAGEMENT GROUP INC.

By:		/s/ David J. Campbell
		David J. Campbell General Counsel and Secretary

EX-99.1 2 d317082dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of February 14, 2017, is by and among Silvercrest Asset Management Group LLC, Silvercrest L.P. and Silvercrest Asset Management Group Inc. (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Bancorpsouth, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


SILVERCREST ASSET MANAGEMENT GROUP LLC

By:		Silvercrest L.P., its sole member

By:		/s/ David J. Campbell
		David J. Campbell Secretary

SILVERCREST L.P.

By:		/s/ David J. Campbell
		David J. Campbell Secretary

SILVERCREST ASSET MANAGEMENT GROUP INC.

By:		/s/ David J. Campbell
		David J. Campbell General Counsel and Secretary