8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March16, 2018

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Redbud Boulevard, Suite 400

McKinney, TX 75069-3257

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

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:

☐ 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))

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b‑2):

Emerging growth company    ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers.

On March 15, 2018, Christopher M. Doody resigned as a director of Independent Bank Group, Inc. (“IBG”) following the sale of shares of IBG common stock by Trident IV Depository Holdings, LLC and Trident IV PF Depository Holdings, LLC. Mr. Doody’s resignation is not a result of a disagreement with IBG or its management relating to IBG’s operations, policies, or practices.

Item 7.01    Regulation FD Disclosure

On March 16, 2018, IBG issued a press release announcing the private sales of shares by shareholders and the resignation of Mr. Doody as a director. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with the General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, which is furnished herewith pursuant to and relating to Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to liability under Section 18 of the Exchange Act. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by IBG with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, the rules and regulations of the Commission thereunder, the Exchange Act, or the rules and regulations of the Commission thereunder, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit 99.1 Text of Press Release issued by Independent Bank Group, Inc., dated March 16, 2018, announcing the private sales of shares by shareholders and the resignation of Mr. Doody as a director.

SIGNATURES

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 hereunto duly authorized.

Dated: March 16, 2018

INDEPENDENT BANK GROUP, INC.

By:	/s/ David R. Brooks
Name:	David R. Brooks
Title:	Chairman of the Board, Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release

Independent Bank Group, Inc.

Announces Private Sales by Shareholders

McKINNEY, Texas, March 16, 2018 -- Independent Bank Group, Inc. (Nasdaq: IBTX), the holding company for Independent Bank, today announced that LEP Carlile Holdings, LLC has sold 450,000 shares of Independent Bank Group common stock, and that Trident IV Depository Holdings, LLC and Trident IV PF Depository Holdings, LLC (the “Trident Funds”) have sold all of their shares of Independent Bank Group common stock, in separate private sales. Independent Bank Group consented to the trades, waiving the provisions of lock-up agreements entered into in connection with the company’s acquisition of Carlile Bancshares, Inc. which expire on April 1, 2018.

Chairman of the Board and CEO David R. Brooks said, “While we have enjoyed a great relationship with Stone Point Capital, which manages the Trident Funds, and with Lee Equity Partners, which manages LEP Carlile Holdings, we were always aware that these private equity firms, which originally invested in Carlile Bancshares in 2012, would pursue a liquidity event in connection with the expiration of the lock-up agreements as the logical progression of the Carlile acquisition. With these sales, all of the private equity firms which became shareholders of our company in the Carlile acquisition, except LEP Carlile Holdings, have now sold all of their shares, making more of our shares available to investors in the market and increasing the overall liquidity of our stock.”

Christopher M. Doody, who served on the Independent Bank Group board of directors pursuant to a Director Nominee Agreement between Independent Bank Group and the Trident Funds, resigned as a director of Independent Bank Group in connection with the sale of shares by the Trident Funds. Brooks said, “We have appreciated Chris Doody’s service on the board over the last year and will miss his insight and investment experience.” Doody stated, “Stone Point Capital is appreciative of the Carlile and Independent Bank Group leadership teams, both of which executed upon their strategies, enabling the Trident Funds to obtain value and liquidity in their investment.”

About Independent Bank Group

Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates in four market regions located in the Dallas/Ft. Worth, Austin, and Houston, Texas and the Colorado Front Range areas.

Contacts:

Analysts/Investors:                                     

Michelle Hickox

Executive Vice President and Chief Financial Officer

(972) 562-9004

mhickox@ibtx.com

Media:

Peggy Smolen

Vice President Marketing & Communications

(972) 562-9004

psmolen@ibtx.com

Source: Independent Bank Group, Inc.

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