| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
Under the Securities Exchange Act of 1934 (Amendment No. 5)* | ||
| SEACOAST BANKING CORPORATION OF FLORIDA | ||
| (Name of Issuer) | ||
| Common Stock | ||
| (Title of Class of Securities) | ||
| 811707306 | ||
| (CUSIP Number) | ||
John Caughey CapGen Capital Group III LP 1185 Avenue of the Americas Suite 2000 New York, New York 10036 (212) 542-6868 | ||
| Copy to: | ||
Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600 | ||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| July 25, 2013 | ||
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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 control number.
| CUSIP NO. 811707306 |
| 1 | NAMES OF REPORTING PERSONS | ||
| CapGen Capital Group III LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
(a) o | |||
(b) x | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| o | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 15,715,862 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 15,715,862 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 15,715,862 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| o | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 16.6%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| PN | |||
_______________
| * | The calculation of the foregoing is based on 94,850,027 shares of Common Stock (as defined herein) outstanding as of March 31, 2013, as reported by the Issuer (as defined herein) in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 7, 2013 (the “10-Q”). |
| CUSIP NO. 811707306 |
| 1 | NAMES OF REPORTING PERSONS | ||
| CapGen Capital Group III LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
(a) o | |||
(b) x | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| o | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 15,715,862 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 15,715,862 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 15,715,862 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| o | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 16.6%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| OO | |||
_______________
| * | The calculation of the percentage of outstanding shares is based on 94,850,027 shares of Common Stock outstanding as of March 31, 2013, as reported by the Issuer in the 10-Q. |
| CUSIP NO. 811707306 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Eugene A. Ludwig | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
(a) o | |||
(b) x | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ||
| o | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 15,715,862 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 15,715,862 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 15,715,862 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| o | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 16.6%* | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| IN | |||
_______________
| * | The calculation of the percentage of outstanding shares is based on 94,850,027 shares of Common Stock outstanding as of March 31, 2013, as reported by the Issuer in the 10-Q. |
EXPLANATORY NOTE
The Reporting Persons are filing this Amendment No. 5 on Schedule 13D (this “Amendment No. 5”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, Amendment No. 2 filed on May 7, 2010, Amendment No. 3 filed on July 26, 2010 and Amendment No. 4 filed on April 22, 2013, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.
| Item 4. | Purpose of Transaction |
Item 4 of the 13D filing is hereby amended and supplemented by adding the following new sentence at the end of the second paragraph of such Item 4:
On July 25, 2013, CapGen LP withdrew its application to the Fed for the flexibility at this time to increase its ownership of Common Stock, up to, but not in excess of, 25.0% of the class.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the 13D Filing is hereby amended and supplemented by inserting the following:
| Exhibit 9 | Joint Filing Agreement, dated July 26, 2013, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC and Eugene A. Ludwig |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 26, 2013
| CAPGEN CAPITAL GROUP III LP | |||||
| By: | CAPGEN CAPITAL GROUP III LLC, | ||||
| its general partner | |||||
| By: | /s/ Eugene A. Ludwig | ||||
| Name: | Eugene A. Ludwig | ||||
| Title: | Managing Member | ||||
| CAPGEN CAPITAL GROUP III LLC | |||||
| By: | /s/ Eugene A. Ludwig | ||||
| Name: | Eugene A. Ludwig | ||||
| Title: | Managing Member | ||||
| EUGENE A. LUDWIG | |||||
| By: | /s/ Eugene A. Ludwig | ||||
| Name: | Eugene A. Ludwig | ||||
| ATTENTION | ||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
EXHIBIT INDEX
| Exhibit | Title |
| Exhibit 9 | Joint Filing Agreement, dated July 26, 2013, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC and Eugene A. Ludwig |