0001437749-23-006146.txt : 20230310 0001437749-23-006146.hdr.sgml : 20230310 20230310141918 ACCESSION NUMBER: 0001437749-23-006146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230308 FILED AS OF DATE: 20230310 DATE AS OF CHANGE: 20230310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feinglass Howard CENTRAL INDEX KEY: 0001732866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41196 FILM NUMBER: 23723096 MAIL ADDRESS: STREET 1: 6011 UNIVERSITY BOULEVARD STREET 2: SUITE 370 CITY: ELLICOTT CITY STATE: MD ZIP: 21043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Priam Capital Fund II, L.P. CENTRAL INDEX KEY: 0001874961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41196 FILM NUMBER: 23723099 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE, SUITE 1702 CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 215 864 8518 MAIL ADDRESS: STREET 1: 745 FIFTH AVE, SUITE 1702 CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Priam Capital Associates II LLC CENTRAL INDEX KEY: 0001875134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41196 FILM NUMBER: 23723098 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE, SUITE 1702 CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 215 864 8518 MAIL ADDRESS: STREET 1: 745 FIFTH AVE, SUITE 1702 CITY: NEW YORK STATE: NY ZIP: 10151 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: USCB FINANCIAL HOLDINGS, INC. CENTRAL INDEX KEY: 0001901637 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 874070846 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2301 NW 87TH AVENUE CITY: DORAL STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 715-5200 MAIL ADDRESS: STREET 1: 2301 NW 87TH AVENUE CITY: DORAL STATE: FL ZIP: 33172 4 1 rdgdoc.xml FORM 4 X0306 4 2023-03-08 0001901637 USCB FINANCIAL HOLDINGS, INC. USCB 0001732866 Feinglass Howard 745 FIFTH AVENUE, SUITE 1702 NEW YORK NY 10151 1 1 0001874961 Priam Capital Fund II, L.P. C/O USCB FINANCIAL HOLDINGS, INC. 2301 N.W. 87TH AVENUE MIAMI FL 33172 1 0001875134 Priam Capital Associates II LLC 745 FIFTH AVENUE, SUITE 1702 NEW YORK NY 10151 1 Class A Voting Common Stock 2023-03-08 4 S 0 6314 0 A 6314 D Class A Voting Common Stock 4485909 I By Priam Capital Fund II, LP Option to Purchase Class A Voting Stock 7.5000 2016-03-01 Class A Voting Common Stock 7500 7500 D Option to Purchase Class A Voting Stock 11.3500 2019-09-23 Class A Voting Common Stock 4000 4000 D Represents the grant of 6,314 shares of restricted stock which vest on December 31, 2023. Priam Capital Fund II, L.P. ("Priam Capital II") directly holds 4,485,909 shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16. The option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) 10 years after its date of grant or (b) three months after the date Mr. Feinglass ceases to serve as a non-employee director of the Issuer. /s/ Jalal Shehadeh by P.O.A. for Howard P. Feinglass 2023-03-10 /s/ Priam Capital Associates II LLC Jalal Shehadeh by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II LLC 2023-03-10 /s/ Priam Capital Fund II, L.P. Jalal Shehadeh by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II LLC, the general partner of Priam Capital Fund II, L.P. 2023-03-10 EX-24 2 feinglasspoa.htm feinglasspoa.htm

Exhibit 24

 

POWER OF ATTORNEY

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert Anderson and Jalal “Jay” Shehadeh, signing singly, the undersigned's true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned's individual capacity and in his capacity as managing member of Priam Capital Associates II, LLC, on its own behalf and as the general partner of Priam Capital Fund II, LP, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute a Form ID (if necessary) and any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is USCB Financial Holdings, Inc. (the “Company”) assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of March 2023.

 

 

By:

/s/ Howard P. Feinglass
 

Howard P. Feinglass