Trinity Capital Form 4 TRINITY CAPITAL / THOMAS M LILLY 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^*

LILLY THOMAS M

(Last) (First) (Middle)

1200 TRINITY DRIVE

(Street)

LOS ALAMOS NM 87544

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRINITY CAPITAL CORP [ TRIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Voting commons tock	04/26/2018		F		926	D	$7.75(1)	42,830	D
Voting common stock	02/23/2019		F		1,032	D	$10.85(2)	41,798	D
Voting common stock	03/08/2019		A		25,000(3)	A	$0	66,798	D
Voting common stock	03/08/2019		F		16,488	D	$10.76(4)	50,310	D
Voting common stock	03/08/2019		D		50,310	D	(5)	0	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

Explanation of Responses:

1. Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on April 26, 2018. This transaction is being filed late due to inadvertent administrative error.

2. Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on February 22, 2019. This transaction is being filed late due to inadvertent administrative error.

3. Represents the acquisition of 25,000 shares of common stock underlying performance-based restricted stock units that were accelerated and fully vested in accordance with the terms of the Merger Agreement (defined below).

4. Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on March 5, 2019.

5. Pursuant to the Merger Agreement, upon closing of the merger, each share of common stock of the Issuer was converted into the right to receive $1.84 in cash and 0.1972 shares of EFSC (as defined below) common stock (together, the "Per Share Amount"), which fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $10.33 per share, based on the trading price of EFSC common stock as of the end of trading on March 7, 2019.

Remarks:

All outstanding securities issued by Trinity Capital Corp (the "Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated November 1, 2018, (the "Merger Agreement") between the Issuer, its wholly owned subsidiary Los Alamos National Bank, Enterprise Financial Services Corp ("EFSC") and Enterprise Bank & Trust, pursuant to which, on March 8, 2019, the Issuer merged with and into EFSC, with EFSC being the surviving corporation.

	/s/ Thomas M Lilly	03/07/2019
	** 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).
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