Edgar Filing: SEACOAST BANKING CORP OF FLORIDA

sc0040.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

	Under the Securities Exchange Act of 1934 (Amendment No. 17)*

	SEACOAST BANKING CORPORATION OF FLORIDA
	(Name of Issuer)

	Common Stock
	(Title of Class of Securities)

	811707306
	(CUSIP Number)

	Robert Merlino CapGen Capital Group III LP 120 West 45th Street Suite 1010 New York, New York 10036 (212) 542-6868

	Copy to:

	Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600
	(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	February 21, 2017
	(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	CapGen Capital Group III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,253,141
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			1,253,141
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,253,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%*
14	TYPE OF REPORTING PERSON (See Instructions)

	PN

_______________

The calculation of the foregoing is based on 40,722,613 shares of Common Stock (as defined herein) outstanding as of February 21, 2017, as reported by the Issuer in its Final Prospectus Supplement to the Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 16, 2017.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	CapGen Capital Group III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,253,141
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			1,253,141
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,253,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%*
14	TYPE OF REPORTING PERSON (See Instructions)

	OO

_______________

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	Eugene A. Ludwig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			0
		8	SHARED VOTING POWER

			1,253,141
		9	SOLE DISPOSITIVE POWER

			0
		10	SHARED DISPOSITIVE POWER

			1,253,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,253,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	Robert Goldstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			65,422(1)
		8	SHARED VOTING POWER

			1,253,141
		9	SOLE DISPOSITIVE POWER

			65,422(1)
		10	SHARED DISPOSITIVE POWER

			1,253,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,318,563
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.2%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 40,722,613 shares of Common Stock (as defined herein) outstanding as of February 21, 2017, as reported by the Issuer in its Final Prospectus Supplement to the Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 16, 2017.

(1)	Includes 12,437 shares of Common Stock held in a retirement account for a relative over which Mr. Goldstein has sole voting and dispositive power.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	John P. Sullivan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			9,950
		8	SHARED VOTING POWER

			1,253,141
		9	SOLE DISPOSITIVE POWER

			9,950
		10	SHARED DISPOSITIVE POWER

			1,253,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,263,091
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.1%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	John W. Rose
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			49,373
		8	SHARED VOTING POWER

			1,253,141
		9	SOLE DISPOSITIVE POWER

			49,373
		10	SHARED DISPOSITIVE POWER

			1,253,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,302,514
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.2%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

EXPLANATORY NOTE

The Reporting Persons are filing this Amendment No. 17 on Schedule 13D (this “Amendment No. 17”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, Amendment No. 2 filed on May 7, 2010, Amendment No. 3 filed on July 26, 2010, Amendment No. 4 filed on April 22, 2013, Amendment No. 5 filed on July 26, 2013, Amendment No. 6 filed on November 7, 2013, Amendment No. 7 filed on January 15, 2014, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on October 3, 2014, Amendment No. 10 filed on October 14, 2014, Amendment No. 11 filed on August 26, 2015, Amendment No. 12 filed on September 14, 2015, Amendment No. 13 filed on November 16, 2015, Amendment No. 14 filed on May 10, 2016, Amendment No. 15 filed on June 8, 2016 and Amendment No. 16 filed on February 15, 2017 (the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.

Item 4.

Purpose of Transaction

Item 4 of the 13D Filing is hereby amended and supplemented by adding the following immediately prior to the last paragraph of Item 4:

On February 21, 2017, CapGen LP sold 6,210,000 shares of Common Stock pursuant to the 2017 Underwriting Agreement, including 810,000 shares of Common Stock, which were subject to the Underwriters’ option to purchase additional shares.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the 13D Filing is hereby amended and restated in its entirety as follows:

(a) and (b)

Reporting Person	Amount of Shares of Common Stock Beneficially Owned	Percent of Class*	Sole Power to Vote or Direct the Vote	Shared Power to Vote or Direct the Vote	Sole Power to Dispose or Direct the Disposition	Shared Power to Dispose or Direct the Disposition
CapGen Capital Group III LP	1,253,141	3.1%	1,253,141	0	1,253,141	0
CapGen Capital Group III LLC	1,253,141	3.1%	1,253,141	0	1,253,141	0
Eugene A. Ludwig	1,253,141	3.1%	0	1,253,141	0	1,253,141
Robert Goldstein	1,318,563	3.2%	65,422	1,253,141	65,422	1,253,141
John P. Sullivan	1,263,091	3.1%	9,950	1,253,141	9,950	1,253,141
John W. Rose	1,302,514	3.2%	49,373	1,253,141	49,373	1,253,141

* The calculation of the percentage of outstanding shares of Common Stock owned by each reporting person is based on 40,722,613 shares of Common Stock outstanding as of February 21, 2017, as reported by the Issuer in its Final Prospectus Supplement to the Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 16, 2017.

(c) On February 21, 2017, pursuant to the 2017 Underwriting Agreement, CapGen LP sold an aggregate of 6,210,000 shares of Common Stock.

(d) Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer referred to in this Item 5.

(e) As of January 21, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

Item 7.

Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended and supplemented by adding the following:

Exhibit 29

Joint Filing Agreement, dated February 22, 2017, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2017

	CAPGEN CAPITAL GROUP III LP

	By:	CAPGEN CAPITAL GROUP III LLC,
		its general partner

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	CAPGEN CAPITAL GROUP III LLC

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	EUGENE A. LUDWIG

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig

	ROBERT GOLDSTEIN

	By:	/s/ Robert Goldstein
	Name:	Robert Goldstein

	JOHN P. SULLIVAN

	By:	/s/ John P. Sullivan
	Name:	John P. Sullivan

	JOHN W. ROSE

	By:	/s/ John W. Rose
	Name:	John W. Rose

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EXHIBIT INDEX

Exhibit	Title

Exhibit 29	Joint Filing Agreement, dated February 22, 2017, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.