Reed Scott A. Form 4 Atlantic Capital Bancshares / Scott A. Reed 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^*

BankCap Equity Fund, LLC

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlantic Capital Bancshares, Inc. [ ACBI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017

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	02/16/2017		J(1)		1,707,253	D	$0.00(1)	955,078	I	By BCP Fund I Southeast Holdings, LLC(2)(3)
Common Stock	02/16/2017		J(1)		1,707,253	A	$0.00(1)	1,707,253	I	By BankCap Partners Fund I, L.P.(2)(4)
Common Stock	02/16/2017		J(1)		1,707,253	D	$0.00(1)	0	I	By BankCap Partners Fund I, L.P.(2)(4)
Common Stock	02/16/2017		J(1)(5)		16,472	A	$0.00(1)	27,453	I	By BankCap Partners GP, L.P.(2)(6)
Common Stock	02/16/2017		X(7)		350,000	A	$10	1,305,078	I	By BCP Fund I Southeast Holdings, LLC(2)(3)
Common Stock	02/16/2017		S		179,949	D	$19.45	1,125,129	I	By BCP Fund I Southeast Holdings, LLC(2)(3)

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
Warrant (Right to Buy)	$10	02/16/2017		X(7)			350,000	05/14/2007	05/14/2017	Common Stock	350,000	$0.00	0	I	By BCP Fund I Southeast Holdings, LLC(2)(3)

1. Name and Address of Reporting Person^*

BankCap Equity Fund, LLC

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BankCap Partners GP, L.P.

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BankCap Partners Fund I, L.P.

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Fund I Southeast Holdings, LLC

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Reed Scott A.

(Last) (First) (Middle)

5910 N CENTRAL EXPRESSWAY, STE. 1580

(Street)

DALLAS TX 75206

(City) (State) (Zip)

Explanation of Responses:

1. On February 16, 2017, BCP Fund I Southeast Holdings, LLC ("BCP Fund LLC") distributed, for no consideration, 1,707,253 shares of Common Stock of the issuer (the "Shares") to BankCap Partners Fund I, L.P. ("BankCap Partners Fund"), representing BankCap Partners Fund's interest in the Shares held by BCP Fund LLC, as the sole member of BCP Fund LLC (the "BCP Fund Distribution"). On the same date, BankCap Partners Fund distributed, for no consideration, the Shares it received from the BCP Fund Distribution to its partners in an amount equal to each such partner's pro rata interest in the Shares (the "Fund Distribution"). The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

2. The sole member of BCP Fund LLC is BankCap Partners Fund. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Brian D. Jones and Scott A. Reed are the managing members of BankCap LLC.

3. BankCap Partners Fund, BankCap Partners GP, BankCap LLC and Mr. Reed may be deemed to be indirect beneficial owners of the shares, but each disclaims beneficial ownership thereof except to the extent of any pecuniary interest therein.

4. BCP Fund LLC, BankCap Partners GP, BankCap LLC and Mr. Reed may be deemed to be indirect beneficial owners of the shares, but each disclaims beneficial ownership thereof except to the extent of any pecuniary interest therein.

5. In connection with the Fund Distribution, BankCap Partners GP received 16,472 shares of Common Stock of the issuer.

6. BCP Fund LLC, BankCap Partners Fund, BankCap LLC and Mr. Reed may be deemed to be indirect beneficial owners of the shares, but each disclaims beneficial ownership thereof except to the extent of any pecuniary interest therein.

7. On February 16, 2017, BCP Fund LLC exercised a warrant to purchase 350,000 shares of Common Stock of the issuer for $10.00 per share. BCP Fund LLC paid the exercise price on a cashless basis, resulting in the issuer withholding 179,949 shares to pay the exercise price and issuing to BCP Fund LLC the remaining 170,051 shares. The issuer also paid $8.05 to BCP Fund LLC in lieu of a fractional share.

Remarks:

	/s/ Scott A. Reed, attorney-in-fact for BankCap Equity Fund, LLC	02/17/2017
	/s/ Scott A. Reed, attorney-in-fact for the general partner of BankCap Partners GP, L.P.	02/17/2017
	/s/ Scott A. Reed, attorney-in-fact for the general partner of the general partner of BankCap Partners Fund I, L.P.	02/17/2017
	/s/ Scott A. Reed, attorney-in-fact for the general partner of the general partner of the sole member of BCP Fund I Southeast Holdings, LLC	02/17/2017
	/s/ Scott A. Reed	02/17/2017
	** Signature of Reporting Person	Date
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