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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES C | (3) | 05/14/2013 | C | 33,736.927 | 08/10/2012 | (6) | COMMON STOCK | 3,373,693 | (3) | 0 | I | BY LM III TRISTATE HOLDINGS LLC (7) | |||
PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES C | (3) | 05/14/2013 | C | 15,043.561 | 08/10/2012 | (6) | COMMON STOCK | 1,504,356 | (3) | 0 | I | BY LM III-A TRISTATE HOLDINGS LLC (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Minnick James E. ONE OXFORD CENTRE 301 GRANT STREET, SUITE 2700 PITTSBURGH, PA 15219 |
X | X |
/s/ Fenimore, Kay, Harrison & Ford, LLP by Brent Standefer, Jr., Attorney-in-fact | 05/14/2013 | |
**Signature of Reporting Person | Date |
* | 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) | Shares of the issuer's common stock were acquired as a result of conversion of 33,736.927 shares of the issuer's Perpetual Convertible Preferred Stock, Series C, pursuant to an agreement entered into in connection with the closing of the initial public offering of the issuer (the "IPO") and the subscription and purchase of 0.3 shares of issuer's common stock from the issuer. |
(2) | Shares of the issuer's common stock were acquired as a result of conversion of 15,043.561 shares of the issuer's Perpetual Convertible Preferred Stock, Series C, pursuant to an agreement entered into in connection with the closing of the IPO. |
(3) | The issuer's Perpetual Convertible Preferred Stock, Series C was converted into shares of the issuer's common stock, with a conversion ratio of 100 shares of common stock for each share of Perpetual Convertible Preferred Stock, Series C. |
(4) | Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III LP. Lovell Minnick Equity Partners III LP is the managing member of LM III TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of the issuer's common stock held by the Lovell Minnick funds. Mr. Minnick disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. |
(5) | Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III-A LP. Lovell Minnick Equity Partners III-A LP is the managing member of LM III-A TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of the issuer's common stock held by the Lovell Minnick funds. Mr. Minnick disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. |
(6) | The issuer's Perpetual Convertible Preferred Stock, Series C is perpetual and does not have an expiration date. |
(7) | Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III LP. Lovell Minnick Equity Partners III LP is the managing member of LM III TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of the issuer's Perpetual Convertible Preferred Stock, Series C held by the Lovell Minnick funds. Mr. Minnick disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. |
(8) | Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III-A LP. Lovell Minnick Equity Partners III-A LP is the managing member of LM III-A TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of the issuer's Perpetual Convertible Preferred Stock, Series C held by the Lovell Minnick funds. Mr. Minnick disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. |