Feinglass Howard Form 4 USCB FINANCIAL / Howard Feinglass 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^*

Feinglass Howard

(Last) (First) (Middle)

745 FIFTH AVENUE, SUITE 1702

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USCB FINANCIAL HOLDINGS, INC. [ USCB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2023

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 Voting Common Stock	05/09/2023		P		5,100	A	$8.9869	45,491,009	I	By Priam Capital Fund II, LP(1)
Class A Voting Common Stock	05/10/2023		P		7,300	A	$8.985	45,498,309	I	By Priam Capital Fund II, LP(1)
Class A Voting Common Stock								6,314	D

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
Option to Purchase Class A Voting Stock	$7.5							03/01/2016	(2)	Class A Voting Common Stock	7,500		7,500	D
Option to Purchase Class A Voting Stock	$11.35							09/23/2019	(2)	Class A Voting Common Stock	4,000		4,000	D

1. Name and Address of Reporting Person^*

Feinglass Howard

(Last) (First) (Middle)

745 FIFTH AVENUE, SUITE 1702

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Priam Capital Fund II, L.P.

(Last) (First) (Middle)

C/O USCB FINANCIAL HOLDINGS, INC.

2301 N.W. 87TH AVENUE

(Street)

MIAMI FL 33172

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Priam Capital Associates II LLC

(Last) (First) (Middle)

745 FIFTH AVENUE, SUITE 1702

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

Explanation of Responses:

1. Priam Capital Fund II, L.P. ("Priam Capital II") directly holds the indicated number of shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16.

2. The option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) 10 years after its date of grant or (b) three months after the date Mr. Feinglass ceases to serve as a non-employee director of the Issuer.

	/s/ Jalal Shehadeh by P.O.A. for Howard P. Feinglass	05/11/2023
	/s/ Priam Capital Associates II, LLC Jalal Shehadeh by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC	05/11/2023
	/s/ Priam Capital Fund II, L.P. Jalal Shehadeh by P.O.A. Howard P. Feinglass, the managing member of Priam Capital Associates II LLC, the general partner of Priam Capital Fund II, L.P.	05/11/2023
	** Signature of Reporting Person	Date
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