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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CommunityOne Bancorp [ COB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, no par value per share | 10/26/2016 | J(1) | 5,772,376 | D | (1) | 0 | I | See footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On October 26, 2016 (the "Closing Date"), pursuant to that Agreement and Plan of Merger, dated as of November 22, 2015 (the "Merger Agreement"), by and between Capital Bank Financial Corp. ("Capital Bank") and CommunityOne Bancorp ("COB"), each share of common stock of COB issued and outstanding immediately prior to the Closing Date (other than Exception Shares (as defined in the Merger Agreement)) was converted into the right to receive, at the election of the holder but subject to proration, either (i) $14.25 in cash without interest, or (ii) 0.4300 shares of Class A Common Stock of Capital Bank (subject to the payment of cash in lieu of fractional shares). In accordance with the proration procedures set forth in the Merger Agreement, Carlyle Financial Services Harbor, L.P. received $23,775,053.67 in cash without interest and 1,764,699 shares of Class A Common Stock of Capital Bank for the shares of common stock of COB held by it on the Closing Date. |
| 2. Carlyle Financial Services Harbor, L.P. was the record holder of the shares reported herein. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P. Each of such reporting persons expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| Remarks: |
| CARLYLE GROUP MANAGEMENT L.L.C. By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| THE CARLYLE GROUP, L.P. By: Carlyle Group Management L.L.C., its general partner By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| CARLYLE HOLDINGS II GP L.L.C. By: The Carlyle Group L.P., its managing member By: Carlyle Group Management L.L.C., its general partner By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| CARLYLE HOLDINGS II L.P. By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: Carlyle Holdings II L.P., its general partner By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: TC Group Cayman Investment Holdings, L.P., its general partner By: Carlyle Holdings II L.P., its general partner By /s/ Daniel D'Aniello, Chairman | 10/28/2016 | |
| CARLYLE FINANCIAL SERVICES, LTD. By /s/ Ann Siebecker, Authorized Person | 10/28/2016 | |
| TCG FINANCIAL SERVICES, L.P. By: Carlyle Financial Services, Ltd., its general partner By /s/ Ann Siebecker, Authorized Person | 10/28/2016 | |
| CARLYLE FINANCIAL SERVICES HARBOR, L.P. By: TCG Financial Services, L.P., its general partner By: Carlyle Financial Services, Ltd., its general partner By /s/ Ann Siebecker, Authorized Person | 10/28/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||