Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Green Bancorp, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

39260X100

(CUSIP Number)

 

January 1, 2019

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

* 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 in 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).

 

 

CUSIP No. 39260X100

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Pine Brook Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

CUSIP No. 39260X100

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Pine Brook Road Associates, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

 

 

CUSIP No. 39260X100

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Pine Brook Road Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)¨
	(b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

CUSIP No. 39260X100

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	PBRA, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)¨
	(b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

CUSIP No. 39260X100

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Howard H. Newman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)¨
	(b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

  

 

Item 1. (a)

Name of Issuer

 

Green Bancorp, Inc.

 

Item 1. (b)

Address of Issuer's Principal Executive Offices

 

4000 Greenbriar Drive

Houston, Texas 77098

 

Item 2. (a)

Name of Person Filing

 

This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (collectively, the "Reporting Persons")*:

 

(i)	Pine Brook Capital Partners, L.P.;
(ii)	Pine Brook Road Associates, L.P.;
(iii)	Pine Brook Road Advisors, L.P..;
(iv)	PBRA, LLC; and
(v)	Howard H. Newman

 

* The Reporting Persons have entered into a Joint Filing Agreement, dated January 10, 2019, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2. (b)

Address of Principal Business Office or, if None, Residence

 

The address of the principal business office of each Reporting Person is:

 

c/o Pine Brook Road Partners, LLC

60 East 42^nd Street, 50th Floor

New York, New York 10165

 

Item 2. (c)

Citizenship

 

Pine Brook Capital Partners, L.P., Pine Brook Road Associates, L.P. and Pine Brook Road Advisors, L.P. are limited partnerships organized under the laws of the State of Delaware. PBRA, LLC is a limited liability company organized under the laws of the State of Delaware. Howard H. Newman is a citizen of the United States of America.

 

Item 2. (d)

Title of Class of Securities

 

Common Stock, $0.01 par value ("Common Stock")

 

Item 2. (e)

CUSIP Number

 

396260X100

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Not Applicable.

 

 

Item 4.

Ownership

 

On January 1, 2019, Green Bancorp, Inc. ("Green") merged with and into Veritex Holdings, Inc. (“Veritex”), with Veritex as the surviving corporation. At such time, Green ceased to exist.

 

(a)	Amount beneficially owned:
	See Item 9 of the attached cover pages.
(b)	Percent of class:
	See Item 11 of the attached cover pages.
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote:
		See Item 5 of the attached cover pages.
	(ii)	Shared power to vote or to direct the vote:
		See Item 6 of the attached cover pages.
	(iii)	Sole power to dispose or to direct the disposition:
		See Item 7 of the attached cover pages.
	(iv)	Shared power to dispose or to direct the disposition:
		See Item 8 of the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

 

Item 10.

Certification

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 10, 2019

 

	PINE BROOK CAPITAL PARTNERS, L.P.
	By: Its:	PINE BROOK ROAD ASSOCIATES, L.P. General Partner
	By: Its:	PBRA, LLC General Partner
	By:	/s/ Howard Newman

 

	PINE BROOK ROAD ASSOCIATES, L.P.
	By: Its:	PBRA, LLC General Partner
	By:	/s/ Howard Newman

 

	PINE BROOK ROAD ADVISORS, L.P.
	By:	/s/ Howard Newman

 

	PBRA, LLC
	By:	/s/ Howard Newman

 

	HOWARD H. NEWMAN
		/s/ Howard Newman

 

 

EXHIBIT A

 

The undersigned, Pine Brook Capital Partners, L.P., a Delaware limited partnership, Pine Brook Road Associates, L.P., a Delaware limited partnership, Pine Brook Road Advisors, L.P., a Delaware limited partnership, PBRA, LLC, a Delaware limited liability company, and Howard H. Newman hereby agree and acknowledge that the information required by this Amendment No. 1 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

 

Dated: January 10, 2019

 

	PINE BROOK CAPITAL PARTNERS, L.P.
	By: Its:	PINE BROOK ROAD ASSOCIATES, L.P. General Partner
	By: Its:	PBRA, LLC General Partner
	By:	/s/ Howard Newman

 

	PINE BROOK ROAD ASSOCIATES, L.P.
	By: Its:	PBRA, LLC General Partner
	By:	/s/ Howard Newman

 

	PINE BROOK ROAD ADVISORS, L.P.
	By:	/s/ Howard Newman

 

	PBRA, LLC
	By:	/s/ Howard Newman

 

	HOWARD H. NEWMAN
		/s/ Howard Newman