Edgar Filing: SEACOAST BANKING CORP OF FLORIDA

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOLDSTEIN ROBERT

2. Issuer Name and Ticker or Trading Symbol
SEACOAST BANKING CORP OF FLORIDA [SBCF]

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

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

(Last)

(First)

(Middle)

C/O CAPGEN CAPITAL GROUP III LP, 120 WEST 45TH STREET, SUITE 1010

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.10 per share	02/21/2017		S		6,210,000 ⁽¹⁾	D	$ 22.25 ⁽²⁾	1,253,141 ⁽⁴⁾ ⁽⁵⁾ ⁽³⁾	D
Common Stock, par value $0.10 per share								52,985 ⁽⁶⁾	D
Common Stock, par value $0.10 per share								12,437 ⁽⁷⁾	I	See footnote.
Common Stock, par value $0.10 per share								9,950 ⁽⁸⁾	D
Common Stock, par value $0.10 per share								49,373 ⁽⁹⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDSTEIN ROBERT C/O CAPGEN CAPITAL GROUP III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036		X
Ludwig Eugene C/O CAPGEN CAPITAL GROUP III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036	X	X
Sullivan John P C/O CAPGEN CAPITAL GROUP III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036	X	X
ROSE JOHN W C/O CAPGEN CAPITAL GROUP III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036	X	X
CapGen Capital Group III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036	X	X
CapGen Capital Group III LLC C/O CAPGEN CAPITAL GROUP III LP 120 WEST 45TH STREET, SUITE 1010 NEW YORK, NY 10036	X	X

Signatures

/s/ Robert B. Goldstein		02/22/2017
^**Signature of Reporting Person		Date
/s/ Eugene A. Ludwig		02/22/2017
^**Signature of Reporting Person		Date
/s/ CapGen Capital Group III LP, by CapGen Capital Group III LLC, its general partner, by Eugene A. Ludwig, its Managing Member		02/22/2017
^**Signature of Reporting Person		Date
/s/ John P. Sullivan		02/22/2017
^**Signature of Reporting Person		Date
/s/ John W. Rose		02/22/2017
^**Signature of Reporting Person		Date
/s/ CapGen Capital Group III LLC, by Eugene A. Ludwig, its Managing Member		02/22/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	CapGen Capital Group III LP ("CapGen III") sold 6,210,000 shares of common stock, par value $0.10 per share ("Common Stock"), of Seacoast Banking Corporation of Florida (the "Issuer") in an underwritten public offering by Issuer and CapGen III, which closed on February 21, 2017.
(2)	The sale price reflects the public offering price. The price received by the reporting person will be $21.02625 per share, which is net of an underwriting discount of $1.22375 per share.
(3)	CapGen Capital Group III LLC ("CapGen LLC"), as the sole general partner of CapGen III, may be deemed to be an indirect beneficial owner of the shares in this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest.
(4)	Each of Mr. Ludwig, as the managing member of CapGen LLC, Mr. Sullivan, as a member of the investment committee of CapGen LLC, and Mr. Goldstein and Mr. Rose, as principal members and members of the investment committee of CapGen LLC, may be deemed to be an indirect beneficial owner of the shares in this row pursuant to Rule 16a-1(a)(2) promulgated under the Exchange Act.
(5)	Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig, Mr. Sullivan, Mr. Rose and Mr. Goldstein disclaims that he is the beneficial owner of the shares in this row, except to the extent of his pecuniary interest.
(6)	Mr. Goldstein directly owns the shares reported in this row.
(7)	The shares reported in this row are held in a retirement account over which Mr. Goldstein holds discretionary authority.
(8)	Mr. Sullivan directly owns the shares reported in this row.
(9)	Mr. Rose directly owns the shares reported in this row.

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