John W Rose Form 4 SEACOAST BANKING CORP OF FLORIDA / JOHN W ROSE ownership change

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

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X

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^*

GOLDSTEIN ROBERT

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEACOAST BANKING CORP OF FLORIDA [ SBCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

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
Common Stock, par value $0.10 per share	02/21/2017		S		6,210,000(1)	D	$22.25(2)	1,253,141(4)(5)(3)	D
Common Stock, par value $0.10 per share								52,985(6)	D
Common Stock, par value $0.10 per share								12,437(7)	I	See footnote.
Common Stock, par value $0.10 per share								9,950(8)	D
Common Stock, par value $0.10 per share								49,373(9)	D

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

1. Name and Address of Reporting Person^*

GOLDSTEIN ROBERT

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ludwig Eugene

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sullivan John P

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROSE JOHN W

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CapGen Capital Group III LP

(Last) (First) (Middle)

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CapGen Capital Group III LLC

(Last) (First) (Middle)

C/O CAPGEN CAPITAL GROUP III LP

120 WEST 45TH STREET, SUITE 1010

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. CapGen Capital Group III LP ("CapGen III") sold 6,210,000 shares of common stock, par value $0.10 per share ("Common Stock"), of Seacoast Banking Corporation of Florida (the "Issuer") in an underwritten public offering by Issuer and CapGen III, which closed on February 21, 2017.

2. The sale price reflects the public offering price. The price received by the reporting person will be $21.02625 per share, which is net of an underwriting discount of $1.22375 per share.

3. CapGen Capital Group III LLC ("CapGen LLC"), as the sole general partner of CapGen III, may be deemed to be an indirect beneficial owner of the shares in this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest.

4. Each of Mr. Ludwig, as the managing member of CapGen LLC, Mr. Sullivan, as a member of the investment committee of CapGen LLC, and Mr. Goldstein and Mr. Rose, as principal members and members of the investment committee of CapGen LLC, may be deemed to be an indirect beneficial owner of the shares in this row pursuant to Rule 16a-1(a)(2) promulgated under the Exchange Act.

5. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig, Mr. Sullivan, Mr. Rose and Mr. Goldstein disclaims that he is the beneficial owner of the shares in this row, except to the extent of his pecuniary interest.

6. Mr. Goldstein directly owns the shares reported in this row.

7. The shares reported in this row are held in a retirement account over which Mr. Goldstein holds discretionary authority.

8. Mr. Sullivan directly owns the shares reported in this row.

9. Mr. Rose directly owns the shares reported in this row.

	/s/ Robert B. Goldstein	02/22/2017
	/s/ Eugene A. Ludwig	02/22/2017
	/s/ CapGen Capital Group III LP, by CapGen Capital Group III LLC, its general partner, by Eugene A. Ludwig, its Managing Member	02/22/2017
	/s/ John P. Sullivan	02/22/2017
	/s/ John W. Rose	02/22/2017
	/s/ CapGen Capital Group III LLC, by Eugene A. Ludwig, its Managing Member	02/22/2017
	** Signature of Reporting Person	Date
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