John Pietrzak Form 4 Bancorp / J MIKESELL THOMAS 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^*

Castle Creek Capital Partners VI, LP

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bancorp, Inc. [ TBBK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2017

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	08/17/2017		P		93,700	A	$7.4989(1)	3,026,598	I	See Footnote(2)
Common Stock								15,000	I	See Footnote(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

1. Name and Address of Reporting Person^*

Castle Creek Capital Partners VI, LP

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castle Creek Capital VI LLC

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EGGEMEYER JOHN M III

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMAS J MIKESELL

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MERLO MARK G

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pietrzak John

(Last) (First) (Middle)

C/O CASTLE CREEK CAPITAL LLC

6051 EL TORDO, PO BOX 1329

(Street)

RANCHO SANTA FE CA 92067

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $7.4700 to $7.5000, inclusive. The reporting persons undertake to provide to The Bancorp, Inc., any security holder of The Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in footnote (1) to this Form 4.

2. These securities are directly held by Castle Creek Capital Partners VI, LP ("Fund VI"). Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak are managing principals of Castle Creek Capital VI LLC, the sole general partner of Fund VI. Castle Creek Capital VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak each disclaim beneficial ownership of these shares of Common Stock, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that Castle Creek Capital Partners VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, or Mr. Pietrzak is the beneficial owner of such shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc., were previously issued to Castle Creek Advisors IV LLC, on behalf of John M. Eggemeyer in his capacity as a member of the Board of Directors of The Bancorp, Inc., and vest in three equal annual installments beginning on February 3, 2018.

Remarks:

John M. Eggemeyer, a managing pricipal of Castle Creek Capital VI, LLC, serves on the Issuer's board of directors (the "Board") as a representative of Castle Creek Capital Partners VI, LP ("Fund VI"), pursuant to Fund VI's contractual right to nominate a representative to the Board. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.

	CASTLE CREEK CAPITAL PARTNERS VI, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President	08/18/2017
	CASTLE CREEK CAPITAL VI LLC, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President	08/18/2017
	JOHN M. EGGEMEYER, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer	08/18/2017
	J. MIKESELL THOMAS, By: /s/ J. Mikesell Thomas, Name: J. Mikesell Thomas	08/18/2017
	MARK G. MERLO, By: /s/ Mark G. Merlo, Name: Mark G. Merlo	08/18/2017
	JOHN T. PIETRZAK, By: /s/ John T. Pietrzak, Name: John T. Pietrzak	08/18/2017
	** Signature of Reporting Person	Date
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