| 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
Atlantic Capital Bancshares, Inc. [ ACBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2017 | ||||||||||||||||||||||||||
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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 | 08/23/2017 | S | 3,109,127(1)(2) | D | $16.5 | 0 | I | See footnotes | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents 3,057,283 shares of common stock ("Common Stock") of Atlantic Capital Bancshares, Inc. (the "Issuer") sold by Trident IV, L.P.("Trident IV") and 51,844 shares of Common Stock sold by Trident IV Professionals Fund, L.P. ("Trident IV Professionals"). Trident Capital IV, L.P ("Trident IV GP") is the sole general partner of Trident IV and may have been deemed a beneficial owner of the Common Stock held by Trident IV. The general partners of Trident IV GP are four single member limited liability companies that are owned by individuals who are members of Stone Point Capital LLC ("Stone Point"). Stone Point was delegated authority to exercise voting rights of the shares of Common Stock of the Issuer on behalf of Trident IV and may have been deemed a beneficial owner of Common Stock sold by Trident IV. |
| 2. Stone Point GP Ltd. ("Trident IV Professionals GP") is the sole general partner of Trident IV Professionals and may have been deemed a beneficial owner of Common Stock sold by Trident IV Professionals. Stone Point, as the manager of Trident IV Professionals, was delegated authority to exercise voting rights of the shares of Common Stock of the issuer on behalf of Trident IV Professionals and may have been deemed a beneficial owner of Common Stock sold by Trident IV Professionals. Trident IV, Trident IV Professionals, Trident IV GP, Stone Point and Trident IV Professionals GP are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all shares of Common Stock of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| Remarks: |
| STONE POINT CAPITAL LLC; By: /s/ Jacquie Giammarco, Name: Jacquie Giammarco; Title: Senior Vice President | 08/25/2017 | |
| TRIDENT CAPITAL IV, L.P.; By: Trident Capital IV, L.P., its sole general partner; By: DW Trident GP, LLC, a general partner; By: /s/ Jacquie Giammarco, Name: Jacquie Giammarco; Title: Vice President | 08/25/2017 | |
| TRIDENT IV, L.P.; By: DW Trident GP, LLC, a general partner; By: /s/ Jacquie Giammarco, Name: Jacquie Giammarco; Title: Vice President | 08/25/2017 | |
| TRIDENT IV PROFESSIONALS FUND, L.P.; By: Stone Point GP Ltd., its sole general partner; By: /s/ Jacquie Giammarco, Name: Jacquie Giammarco; Title: Vice President | 08/25/2017 | |
| ** 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. | ||