Statement of Changes in Beneficial Ownership (4)
02 Juin 2022 - 8:10PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Demas David J |
2. Issuer Name and Ticker or Trading Symbol
TriState Capital Holdings, Inc.
[
TSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
ONE OXFORD CENTRE, 301 GRANT STREET, SUITE 2700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
(Street)
PITTSBURGH, PA 15219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/1/2022 | | D | | 27850 | D | (1) | 0 | D | |
Common Stock | 6/1/2022 | | D | | 49217 | D | (2) | 0 | D | |
Common Stock | 6/1/2022 | | D | | 3000 | D | (1) | 0 | D (3) | |
Common Stock | 6/1/2022 | | D | | 3200 | D | (1) | 0 | I | Vanguard fbo David J. Demas IRA |
Common Stock | 6/1/2022 | | D | | 8000 | D | (1) | 0 | I | Vanguard fbo Shannon L Hungerford IRA (4) |
Depositary Shares - Series A | 6/1/2022 | | D | | 1000 | D | (5) | 0 | I | Vanguard fbo Shannon L Hungerford IRA |
Depositary Shares - Series A | 6/1/2022 | | D | | 2450 | D | (5) | 0 | D | |
Depositary Shares - Series B | 6/1/2022 | | D | | 1100 | D | (6) | 0 | I | Vanguard fbo Shannon L Hungerford IRA |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Disposed of upon completion of the merger (the "Merger") of Macaroon One LLC, a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF"), with and into the Issuer, effective June 1, 2022. Pursuant to the Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Issuer, RJF, Macaroon One LLC and Macaroon Two LLC (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive 0.25 shares of RJF common stock and $6.00 in cash. The closing price per share of RJF common stock on May 31, 2022, the last trading day prior to completion of the Merger, was $98.49. |
(2) | Converted pursuant to the Merger Agreement into 15,458 shares of restricted stock of RJF having the same terms and conditions as the corresponding restricted stock award of the Issuer. |
(3) | Shares held jointly by the Reporting person and his spouse. |
(4) | Shannon L Hungerford is the Reporting person's spouse. |
(5) | Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock. |
(6) | Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Demas David J ONE OXFORD CENTRE 301 GRANT STREET, SUITE 2700 PITTSBURGH, PA 15219 |
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| Chief Financial Officer |
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Signatures
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/s/ Karla Villatoro de Friedman, General Counsel of TriState Capital Bank, Attorney-in-Fact | | 6/2/2022 |
**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 control number. |
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