0001104659-17-009237.txt : 20170214 0001104659-17-009237.hdr.sgml : 20170214 20170214152555 ACCESSION NUMBER: 0001104659-17-009237 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: BANCWEST CORP GROUP MEMBERS: BNP PARIBAS USA, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HAWAIIAN, INC. CENTRAL INDEX KEY: 0000036377 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 990156159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16086 FILM NUMBER: 17607880 BUSINESS ADDRESS: STREET 1: 999 BISHOP STREET CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 808-525-7000 MAIL ADDRESS: STREET 1: 999 BISHOP STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: BANCWEST CORP/HI DATE OF NAME CHANGE: 19981105 FORMER COMPANY: FORMER CONFORMED NAME: FIRST HAWAIIAN INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BNP PARIBAS CENTRAL INDEX KEY: 0000310732 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 RUE D'ANTIN CITY: PARIS STATE: I0 ZIP: 75002 BUSINESS PHONE: 33142981234 MAIL ADDRESS: STREET 1: 3 RUE D'ANTIN CITY: PARIS STATE: I0 ZIP: 75002 FORMER COMPANY: FORMER CONFORMED NAME: BANQUE NATIONALE DE PARIS DATE OF NAME CHANGE: 19920929 SC 13G 1 a17-4437_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G*

 

Under the Securities Exchange Act of 1934

 

FIRST HAWAIIAN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

32051X108

(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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 on 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).

 


 

CUSIP No. 32051X108

13G

 

 

 

1.

Names of Reporting Persons
BNP Paribas

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

a.

o

 

 

b.

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Paris, France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
115,209,620

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
115,209,620

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
115,209,620

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
82.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No. 32051X108

13G

 

 

 

1.

Names of Reporting Persons
BNP Paribas USA, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

a.

o

 

 

b.

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
115,209,620

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
115,209,620

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
115,209,620

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
82.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No. 32051X108

13G

 

 

 

1.

Names of Reporting Persons
BancWest Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

a.

o

 

 

b.

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
115,209,620

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
115,209,620

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
115,209,620

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
82.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4


 

Item 1(a).

Name of Issuer:
First Hawaiian, Inc.

Item 1(b).

Address of the Issuer’s Principal Executive Offices:
999 Bishop St., 29th Floor

Honolulu, Hawaii 96813

 

Item 2(a).

Name of Person Filing
This Schedule 13G is being filed jointly by BNP Paribas, a French public company (“BNPP”), BNP Paribas USA, Inc., a Delaware corporation (“BNPP USA”), and BancWest Corporation, a Delaware corporation (“BWC,” and together with BNPP and BNPP USA, the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of BNPP is 3 Rue d’Antin, Paris, France 75002.  The address of the principal business office of BNPP USA is 787 7th Avenue, New York, New York 10019. The address of the principal business office of BWC is 180 Montgomery Street, 25th Floor, San Francisco, California 94104.

Item 2(c).

Citizenship:
The place of organization of BNPP is Paris, France. The place of organization of each of BNPP USA and BWC is Delaware.

Item 2(d).

Title of Class of Securities:
Common Stock, par value $0.01 per share

Item 2(e).

CUSIP Number:
32051X108

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

a.

o

Broker or dealer registered under Section 15 of the Act.

 

b.

o

Bank as defined in Section 3(a)(6) of the Act.

 

c.

o

Insurance company as defined in Section 3(a)(19) of the Act.

 

d.

o

Investment company registered under Section 8 of the Investment Company Act of 1940.

 

e.

o

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

 

f.

o

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

 

g.

o

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

 

h.

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

i.

o

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.

 

j.

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

5


 

Item 4.

Ownership:

 

Explanatory Note: Prior to the Issuer’s initial public offering, the Reporting Persons beneficially owned 139,459,620 shares of the Issuer’s common stock. On August 9, 2016, the Reporting Persons completed the sale of 24,250,000 shares of the Issuer’s common stock in connection with the Issuer’s initial public offering.  The shares of the Issuer’s common stock retained by the Reporting Persons are owned of record by BWC. BNPP USA, the parent company of BWC, and BNPP, the parent company of BNPP USA, are deemed to beneficially own all such shares of the Issuer’s common stock.

Item 4(a).

Amount beneficially owned:   

See the responses to Item 9 on each of the attached cover pages and the explanatory note above.

Item 4(b).

Percent of class:   

See the responses to Item 11 on each of the attached cover pages and the explanatory note above.

Item 4(c).

Number of shares as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote   

See the responses to Item 5 on each of the attached cover pages and the explanatory note above.

 

 

ii.

Shared power to vote or to direct the vote    

See the responses to Item 6 on each of the attached cover pages and the explanatory note above.

 

 

iii.

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on each of the attached cover pages and the explanatory note above.

 

 

iv.

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on each of the attached cover pages and the explanatory note above.

 

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   o.

 

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.

 

6


 

Item 10.

Certification:

 

Not applicable.

 

SIGNATURES

 

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.

 

 

 

 

BNP Paribas

 

 

 

 

Date: February 14, 2017

 

By:

/s/ Pierre-Julien Marboeuf

 

 

Name: Pierre-Julien Marboeuf

 

 

Title: Head of Group Financial Management

 

 

 

 

 

 

By:

/s/ Anne Bailly-Monthury

 

 

Name: Anne Bailly-Monthury

 

 

Title: Senior Financial Analyst-Group Strategic Advisory

 

7


 

SIGNATURES

 

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.

 

 

 

 

BNP Paribas USA, Inc.

 

 

 

 

Date: February 14, 2017

 

By:

/s/ Thibault Fulconis

 

 

Name: Thibault Fulconis

 

 

Title: Co-Chief Operating Officer

 

 

 

 

 

 

By:

/s/ Bruno d’Illiers

 

 

Name: Bruno d’Illiers

 

 

Title: Co-Chief Operating Officer

 

8


 

SIGNATURES

 

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.

 

 

 

 

BancWest Corporation

 

 

 

 

Date: February 14, 2017

 

By:

/s/ Thibault Fulconis

 

 

Name: Thibault Fulconis

 

 

Title: Vice Chairman

 

9