Capital Bank Financial (CBF) Form 4 Capital Bank Financial / Advisors, L.L.C. Crestview 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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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
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