13D Filing: Basswood Capital and Seacoast Banking Corp Of Florida (SBCF)

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the common stock, par value $0.10 per share (the “Common Stock”), of Seacoast Banking Corporation of Florida, a Florida corporation (the “Issuer”), to amend the Schedule 13D filed on March 21, 2016 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed on March 25, 2016 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed on July 28, 2016 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D filed on December 13, 2016 (“Amendment No. 3”) (the Original 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

This Amendment No. 4 is being filed to reflect a change in the Reporting Persons’ aggregate beneficial ownership of more than 1% of the Common Stock that resulted from an increase in the number of shares of Common Stock outstanding.  Such increase in the shares of Common Stock was first reported by the Issuer in its Quarterly Report on Form 10-Q, filed on May 9, 2017, which reflected 40,715,938 shares of Common Stock outstanding as of March 31, 2017. In addition, this Amendment No. 4 reports a reduction of the Reporting Persons’ aggregate beneficial ownership to less than 5% as a result of a subsequently reported increase in the number of shares of Common Stock outstanding.

Item 4.   Purpose of Transaction.

As agreed in the Amendment to the Observer Rights Agreement, the Observer Rights Agreement may be terminated following November 30, 2016, by either the Issuer or Matthew Lindenbaum.  The Observer Rights Agreement remains in effect, with Mr. Lindenbaum continuing as a board observer, and Mr. Lindenbaum has no current plan to terminate the Observer Rights Agreement.

Item 5.   Interest in Securities of the Issuer

Item 5(a) is hereby amended to reflect the following:

(a) The beneficial ownership percentages in this Schedule 13D are calculated based upon 43,411,260 shares of Common Stock outstanding as of April 30, 2017. Subsequent to the May 9^th filing of its Quarterly Report on Form 10-Q, on May 24, 2017, the Issuer filed a Form 8-K announcing that it had entered into an Agreement and Plan of Merger, dated May 18, 2017, by and among the Issuer, Seacoast National Bank, NorthStar Banking Corporation and NorthStar Bank (the “NorthStar Merger Agreement”). The NorthStar Merger Agreement, filed as Exhibit 2.1 to the aforementioned Form 8-K, contains a representation made by the Issuer that it had 43,411,260 shares of Common Stock outstanding as of April 30, 2017. As a result, none of the Reporting Persons owned more than 5% of the Common Stock outstanding as of April 30, 2017.

5(c) is hereby supplemented by adding the following

(c) During the period beginning sixty days prior to the date on which the Form 10-Q was filed and ending on the date hereof, the Reporting Persons effected the transactions in the Common Stock that are listed on Annex I hereto, all of which were transactions in the open market, and per share prices include any commissions paid in connection with such transactions.