8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 21, 2017

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FIRST NBC BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

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Louisiana	001-35915	14-1985604
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 Baronne Street New Orleans, Louisiana	70112
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (504) 566-8000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 21, 2017, First NBC Bank Holding Company (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1) because it had not timely filed its Annual Report on Form 10-K for the year ended December 31, 2016.  Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”). The Company has previously reported the receipt of a similar notification from Nasdaq staff as a result of the delay in the Company’s filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2016.

In response to the prior notification, the Company submitted to Nasdaq a plan to regain compliance with Nasdaq’s listing rules through the filing of the Company’s past due SEC reports, which plan was accepted by Nasdaq. Under the plan, the Company has agreed to file all past due SEC reports not later than April 30, 2017.

Item 7.01. Regulation FD Disclosure

On March 27, 2017, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated March 27, 2017, announcing receipt of non-compliance notice from Nasdaq

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 27, 2017

FIRST NBC BANK HOLDING COMPANY
By:	/s/ Albert J. Richard, III
	Albert J. Richard, III
	Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated March 27, 2017, announcing receipt of non-compliance notice from Nasdaq

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FIRST NBC RECEIVES EXPECTED NASDAQ NOTICE

DUE TO DELAY IN FILING 2016 FORM 10-K

NEW ORLEANS, LA (March 27, 2017) - First NBC Bank Holding Company (“First NBC”) (NASDAQ: FNBC), the holding company for First NBC Bank, announced today that it had received, as expected, a notification from the Nasdaq Stock Market (“Nasdaq”) informing First NBC that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Annual Report on Form 10-K for the year ended December 31, 2016. The Nasdaq notification letter has no immediate effect on the listing or trading of First NBC’s common stock on the Nasdaq Global Select Market.

First NBC previously announced the receipt of a Nasdaq Staff Determination letter on November 15, 2016 indicating that it was not in compliance with the same Nasdaq Listing Rule due to the delay in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2016. In response to that notification, First NBC filed a plan to regain compliance with Nasdaq’s listing rules through the filing of First NBC’s past due SEC reports, which plan was accepted by Nasdaq. Under the plan, First NBC has agreed to file all past due SEC reports not later than April 30, 2017.

About First NBC Bank Holding Company

First NBC, headquartered in New Orleans, Louisiana, offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC’s primary markets are the New Orleans metropolitan area, Mississippi Gulf Coast, and the Florida panhandle, which it serves from 29 full service banking offices located throughout its markets.

This release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts. Forward-looking statements reflect the current views and estimates of management of First NBC with respect to future economic circumstances, industry conditions, company performance and financial results. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the control of First NBC - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to First NBC's ability to timely submit a plan of compliance that will be approved by the Nasdaq staff, to comply with any such approved plan of compliance, to complete the audit of its 2016 consolidated financial statements, to file its Annual Report on Form 10-K for the year ended December 31, 2016 and its Form 10-Q for the period ended September 30, 2016 within the projected timeframes, to maintain listing of its securities on Nasdaq, and to comply with all other listing rules applicable to it, as well as to other factors included in filings made by First NBC with the Securities and Exchange Commission, including those risk factors set forth in First NBC’s Annual Report on Form 10-K for the year ended December 31, 2015. Forward-looking statements speak only as of the date they are made. Copies of First NBC’s reports filed with the SEC are available in the Investor Relations section of First NBC’s website, www.firstnbcbank.com. First NBC undertakes no duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

First NBC Bank Holding Company Contacts:

Media:

Joele Frank, Wilkinson Brimmer Katcher

Steve Frankel / Scott Bisang / Matthew Gross, 212-355-4449