| Item 1. | |
| (a) | Name of issuer:
FIRSTSUN CAPITAL BANCORP |
| (b) | Address of issuer's principal executive
offices:
1400 16TH STREET SUITE 250, DENVER CO 80202 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(1) Lightyear Fund III, L.P., a Delaware limited partnership ("Lightyear Fund III"); (2) Lightyear Co-Invest Partnership III, L.P., a Delaware limited partnership ("Co-Invest"); (3) Lightyear Fund III GP, L.P., a Delaware limited partnership ("Lightyear Fund III GP"); (4) Lightyear Fund III GP Holdings, LLC, a Delaware limited liability company ("Lightyear Fund III GP Holdings"); (5) LY Holdings, LLC, a Delaware limited liability company ("LY Holdings"); (6) Lightyear Capital III, LLC ("Lightyear Capital III"); (7) Lightyear Capital LLC; (8) Lightyear Capital Management LP; (9) Lightyear Capital GP LLC; and (10) Mr. Mark F. Vassallo, an individual. |
| (b) | Address or principal business office or, if
none, residence:
40 West 57th Street, 22nd Floor
New York, NY 10019 |
| (c) | Citizenship:
See Item 4 of each cover page. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
33767U107 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 of each cover page. |
| (b) | Percent of class:
See Item 11 of each cover page. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page.
|
| | (ii) Shared power to vote or to direct the
vote:
See Item 6 of each cover page.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Item 7 of each cover page.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Item 8 of each cover page.
As of the date hereof, 1,436,728 shares of Common Stock of the Issuer reported herein are directly held by Lightyear Fund III, 3,978 shares of Common Stock of the Issuer reported herein are directly held by Co-Invest and 40,146 shares of Common Stock of the Issuer (including 36,751 shares of Common Stock issuable upon exercise of options) reported herein are directly held by Lightyear Capital III. As the general partner of Lightyear Fund III, Lightyear Fund III GP may be deemed to have voting and/or dispositive power over such securities. As the general partner of Lightyear Fund III GP and Co-Invest, Lightyear Fund III GP Holdings may also be deemed to have voting and/or dispositive power over such securities. However, each of Lightyear Fund III GP and Lightyear Fund III GP Holdings disclaims beneficial ownership of the shares held by Lightyear Fund III and Co-Invest, as applicable.
LY Holdings, as the managing member of Lightyear Fund III GP Holdings, and Mr. Mark F. Vassallo, as the managing member of LY Holdings, may also be deemed to have voting and/or dispositive power over such securities. However, each of LY Holdings and Mr. Vassallo disclaims beneficial ownership of the shares held by Lightyear Fund III and Co-Invest.
As the sole member of Lightyear Capital III, Lightyear Capital LLC may be deemed to have voting and/or dispositive power over the securities held by Lightyear Capital III. As the sole member of Lightyear Capital LLC, Lightyear Capital Management LP may also be deemed to have voting and/or dispositive power over such securities. As the general partner of Lightyear Capital Management LP, Lightyear Capital GP LLC may also be deemed to have voting and/or dispositive power over such securities. As the manager of Lightyear Capital GP LLC, Mr. Vassallo may also be deemed to have voting and/or dispositive power over such securities. However, each of Lightyear Capital LLC, Lightyear Capital Management LP, Lightyear Capital GP LLC and Mr. Vassallo disclaims beneficial ownership of the shares held by Lightyear Capital III.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See response to Item 4 above. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)