SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Crestview Partners II GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Capital Bank Financial Corp. [ CBF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/18/2017 S 10,270(1) D $38 2,573,490(4) I See footnotes(4)(5)(6)
Class B Non-Voting Common Stock 09/18/2017 S 2,489,730(2) D $38 7,072,958(4) I See footnotes(4)(5)(6)
Class A Common Stock 09/19/2017 S 2,230(1) D $38.1 2,571,260(4) I See footnotes(4)(5)(6)
Class B Non-Voting Common Stock 09/19/2017 S 540,632(2) D $38.1 6,532,326(4) I See footnotes(4)(5)(6)
Class A Common Stock 09/19/2017 M 25,000(3) A $20 2,596,260(4) I See footnotes(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option(3) $20 09/19/2017 M 25,000 (3) 12/22/2019 Class A Common Stock 25,000 $0 0 I See footnotes(4)(5)(6)
1. Name and Address of Reporting Person*
Crestview Partners II GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview-NAFH, LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS II LP

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS II (FF) LP

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS II (TE) LP

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10 FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW OFFSHORE HOLDINGS II (CAYMAN) LP

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW OFFSHORE HOLDINGS II (FF CAYMAN) LP

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview Offshore Holdings II (892 Cayman), L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview Advisors, L.L.C.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FL

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the sale by Crestview Advisors, L.L.C., of 10,270 shares of Class A Common Stock of the Issuer ("Class A Shares") on September 18, 2017 and 2,230 Class A Shares on September 19, 2017.
2. Reflects the sale by Crestview-NAFH, LLC, of 2,489,730 shares of Class B Non-Voting Common Stock of the Issuer ("Class B Shares" and, together with Class A Shares, "Common Stock") on September 18, 2017 and 540,632 Class B Shares on September 19, 2017, in each case that were directly held Crestview-NAFH, LLC.
3. Reflects the exercise of stock options to purchase 25,000 Class A Shares granted by the Issuer to Crestview Advisors, L.L.C. on March 16, 2011 in respect of service on the Issuer's Board of Directors by Richard M. DeMartini, a Managing Director of Crestview Advisors, L.L.C. The stock options previously vested in two equal installments on each of December 22, 2011 and December 22, 2012.
4. Crestview-NAFH, LLC directly beneficially owns 2,558,760 Class A Shares and 6,532,326 Class B Shares. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 9,091,086 shares of Common Stock directly owned by Crestview-NAFH, LLC. Crestview Advisors, L.L.C. directly beneficially owns 37,500 Class A Shares received in respect of service on the Issuer's board of directors by Mr. DeMartini.
5. Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Each of the Crestview Funds is a member of Crestview-NAFH, LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds.
6. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Remarks:
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.
By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 09/20/2017
** 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 Number.

 

Exhibit 99.1

 

Joint Filer Information

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners II GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

Names of Joint Filers: (1)  Crestview Partners II GP, L.P.
  (2)  Crestview-NAFH, LLC
  (3)  Crestview Partners II, L.P.
  (4)  Crestview Partners II (FF), L.P.
  (5)  Crestview Partners II (TE), L.P.
  (6)  Crestview Offshore Holdings II (Cayman), L.P.
  (7)  Crestview Offshore Holdings II (FF Cayman), L.P.
  (8)  Crestview Offshore Holdings II (892 Cayman), L.P.
  (9)  Crestview Advisors, L.L.C.
   
Address of Joint Filers: c/o Crestview Partners
  667 Madison Avenue, 10th Floor
  New York, NY 10065
   

Issuer and Ticker Symbol: Capital Bank Financial Corp. (CBF)

 

Date of Event Requiring Statement: September 18, 2017

 

 

 

 

Crestview Partners II GP, L.P.

 

By: Crestview, L.L.C., as General Partner

 

  By: /s/ Ross A. Oliver  
    Name: Ross A. Oliver  
    Title: General Counsel  
         

Crestview-NAFH, LLC 

       
  By: /s/ Ross A. Oliver
    Name: Ross A. Oliver
    Title: Vice-President
         

Crestview Partners II, L.P.

Crestview Partners II (FF), L.P. 

Crestview Partners II (TE), L.P.

Crestview Offshore Holdings II (Cayman), L.P. 

Crestview Offshore Holdings II (FF Cayman), L.P.

Crestview Offshore Holdings II (892 Cayman), L.P.

 

By: Crestview Partners II GP, L.P, as General Partner  
  By:

Crestview, L.L.C., as General Partner

 

 
  By: /s/ Ross A. Oliver
    Name: Ross A. Oliver
    Title: General Counsel
         

 Crestview Advisors, L.L.C.

 

By:  /s/ Ross A. Oliver
  Name: Ross A. Oliver
  Title:  General Counsel
   
Date: September 20, 2017