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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 | ||||||||
| Restricted Stock Units | $ 0 (1) | 01/30/2007 | A | 50,000 | (2)(3) | (2)(3) | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JONES GEORGE F JR 2100 MCKINNEY AVENUE SUITE 900 DALLAS, TX 75201 |
X | CEO of Texas Capital Bank | ||
| /s/ George F. Jones, Jr. | 01/30/2007 | |
| **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) | The restricted stock units were granted to Mr. Jones as an award grant under the Company's 2005 Long-Term Incentive Plan for service as a director of the Company. Each restricted stock unit represents a contingent right to receive one share of TCBI common stock. |
| (2) | The restricted stock units vest on January 30, 2013 (subject to certain exceptions as related to the change in control of the Company). Notwithstanding the foregoing, the vesting of the restricted stock units shall be accelerated in twenty percent increments as of the first trading day immediately following any 60 consecutive trading day period during which the fair market value of a share of the Company's common stock equals or exceeds certain target fair market values ($25.00, $27.50, $30.00, $32.50 and $35.00) for at least 40 days during such 60 consecutive trading day period, provided that the Mr. Jones is employed by (or if Mr. Jones is a contractor, consultant or outside director, is providing services to) the Company or its subsidiaries on such date. |
| (3) | In the event such restricted stock units vest upon the achievement of a target fair market value, no additional restricted stock units shall vest until the achievement of the next highest target fair market value or, if earlier, January 30, 2013. Vested shares will be delivered to the reporting person within 2 1/2 months following the close of the calendar year in which the restricted stock units vested. |