Filing Details
- Accession Number:
- 0000899140-16-001756
- Form Type:
- 13D Filing
- Publication Date:
- 2016-12-12 19:12:23
- Filed By:
- Basswood Capital
- Company:
- Seacoast Banking Corp Of Florida (NASDAQ:SBCF)
- Filing Date:
- 2016-12-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Basswood Capital Management | 0 | 2,355,043 | 0 | 2,355,043 | 2,355,043 | 6.19% |
| Basswood Partners | 0 | 430,430 | 0 | 430,430 | 430,430 | 1.13% |
| Basswood Enhanced Long Short GP | 0 | 1,236,601 | 0 | 1,236,601 | 1,236,601 | 3.25% |
| Basswood Financial Fund | 0 | 180,649 | 0 | 180,649 | 180,649 | 0.48% |
| Basswood Financial Fund, Inc | 0 | 47,394 | 0 | 47,394 | 47,394 | 0.12% |
| Basswood Financial Long Only Fund | 0 | 38,576 | 0 | 38,576 | 38,576 | 0.10% |
| Basswood Enhanced Long Short Fund | 0 | 1,236,601 | 0 | 1,236,601 | 1,236,601 | 3.25% |
| Basswood Opportunity Partners | 0 | 211,205 | 0 | 211,205 | 211,205 | 0.56% |
| Basswood Opportunity Fund, Inc | 0 | 162,564 | 0 | 162,564 | 162,564 | 0.43% |
| Matthew Lindenbaum | 0 | 2,355,043 | 0 | 2,355,043 | 2,355,043 | 6.19% |
| Bennett Lindenbaum | 0 | 2,355,043 | 0 | 2,355,043 | 2,355,043 | 6.19% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Seacoast Banking Corporation of Florida
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
811707801
(CUSIP Number)
Matthew Lindenbaum
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
(212) 521-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(with copies to)
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
December 12, 2016
(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: ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
| CUSIP No. 811707801 | Page 2 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Basswood Capital Management, L.L.C. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS AF | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||||
| 8 | SHARED VOTING POWER 2,355,043 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 2,355,043 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,355,043 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.19% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA | ||||||
| CUSIP No. 811707801 | Page 3 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Basswood Partners, L.L.C. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS AF | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||||
| 8 | SHARED VOTING POWER 430,430 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 430,430 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 430,430 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.13% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||||
| CUSIP No. 811707801 | Page 4 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Basswood Enhanced Long Short GP, LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | | ||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS AF | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||||
| 8 | SHARED VOTING POWER 1,236,601 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 1,236,601 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,236,601 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.25% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||||
| CUSIP No. 811707801 | Page 5 of 18 Pages | |||||||
| 1 | NAME OF REPORTING PERSON Basswood Financial Fund, LP | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | | |||||
| 3 | SEC USE ONLY | |||||||
| 4 | SOURCE OF FUNDS WC | |||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||||
| 8 | SHARED VOTING POWER 180,649 (see Item 5) | |||||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||||
| 10 | SHARED DISPOSITIVE POWER 180,649 (see Item 5) | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,649 (see Item 5) | |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.48% | |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||||
| CUSIP No. 811707801 | Page 6 of 18 Pages | |||||
| 1 | NAME OF REPORTING PERSON Basswood Financial Fund, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 47,394 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 47,394 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,394 (see Item 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||||
| CUSIP No. 811707801 | Page 7 of 18 Pages | |||||
| 1 | NAME OF REPORTING PERSON Basswood Financial Long Only Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 38,576 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 38,576 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,576 (see Item 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||
| CUSIP No. 811707801 | Page 8 of 18 Pages | |||||||
| 1 | NAME OF REPORTING PERSON Basswood Enhanced Long Short Fund, LP | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | | |||||
| 3 | SEC USE ONLY | |||||||
| 4 | SOURCE OF FUNDS WC | |||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||||
| 8 | SHARED VOTING POWER 1,236,601 (see Item 5) | |||||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||||
| 10 | SHARED DISPOSITIVE POWER 1,236,601 (see Item 5) | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,236,601 (see Item 5) | |||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.25% | |||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||||
| CUSIP No. 811707801 | Page 9 of 18 Pages | |||||
| 1 | NAME OF REPORTING PERSON Basswood Opportunity Partners, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 211,205 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 211,205 (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 211,205 (see Item 5) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.56% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||
| CUSIP No. 811707801 | Page 10 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Basswood Opportunity Fund, Inc. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS WC | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||||
| 8 | SHARED VOTING POWER 162,564 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 162,564 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,564 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.43% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | ||||||
| CUSIP No. 811707801 | Page 13 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Matthew Lindenbaum | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS AF | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | | ||||
| 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 2,355,043 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 2,355,043 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,355,043 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.19% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||||
| CUSIP No. 811707801 | Page 14 of 18 Pages | ||||||
| 1 | NAME OF REPORTING PERSON Bennett Lindenbaum | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | | ||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS AF | ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 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 2,355,043 (see Item 5) | ||||||
| 9 | SOLE DISPOSITIVE POWER 0 | ||||||
| 10 | SHARED DISPOSITIVE POWER 2,355,043 (see Item 5) | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,355,043 (see Item 5) | ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.19% | ||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||||
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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”) and Amendment No. 2 to Schedule 13D filed on July 28, 2016 (“Amendment No. 2”) (the Original 13D, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
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 the 38,025,020 shares of Common Stock reported in the quarterly report of the Issuer filed on November 9, 2016.
5(c) is hereby supplemented by adding the following
(c) During the past sixty days, 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.
Item 7. Material to be filed as Exhibits.
| 1. | Exhibit 99.1 – Joint Filing Agreement, dated as of March 21, 2016, incorporated by reference to Exhibit 99.1 to Schedule 13D filed March 21, 2016. |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
| Dated: December 12, 2016 | BASSWOOD CAPITAL MANAGEMENT, L.L.C. |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD PARTNERS, L.L.C. |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD ENHANCED LONG SHORT GP, LLC |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD ENHANCED LONG SHORT FUND, LP |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD FINANCIAL FUND, LP |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member |
| Dated: December 12, 2016 | BASSWOOD FINANCIAL LONG ONLY FUND, LP |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD FINANCIAL FUND, INC. |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD OPPORTUNITY PARTNERS, LP |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | BASSWOOD OPPORTUNITY FUND INC. |
| By: Basswood Capital Management, L.L.C. | |
| By: /s/ Matthew Lindenbaum | |
| Name: Matthew Lindenbaum | |
| Title: Managing Member | |
| Dated: December 12, 2016 | /s/ Matthew Lindenbaum |
| Matthew Lindenbaum | |
| Dated: December 12, 2016 | /s/ Bennett Lindenbaum |
| Bennett Lindenbaum |
Annex I
| Fund | Trade Date | Shares Purchased (Sold) | Price |
| Basswood Capital Management - Managed Account | 11/9/2016 | 13,001 | 17.76 |
| Boulevard Direct Master, LTD | 11/9/2016 | (17,929) | 17.71 |
| Boulevard Direct Master, LTD | 11/10/2016 | (65,941) | 17.74 |
| Boulevard Direct Master, LTD | 11/11/2016 | (59,659) | 17.72 |
| Basswood Enhanced Long Short Fund, LP | 11/22/2016 | 8,568 | 19.00 |
| Basswood Enhanced Long Short Fund, LP | 11/22/2016 | 8,568 | 19.00 |
| Basswood Enhanced Long Short Fund, LP | 11/22/2016 | 8,568 | 19.00 |
| Basswood Capital Management - Managed Account | 11/22/2016 | 24,296 | 19.00 |
| Basswood Enhanced Long Short Fund, LP | 11/23/2016 | 17,136 | 19.24 |
| Basswood Enhanced Long Short Fund, LP | 11/23/2016 | 17,136 | 19.24 |
| Basswood Enhanced Long Short Fund, LP | 11/23/2016 | 17,136 | 19.24 |
| Basswood Capital Management - Managed Account | 11/23/2016 | 48,592 | 19.24 |
| Basswood Enhanced Long Short Fund, LP | 11/25/2016 | 4,765 | 19.80 |
| Basswood Enhanced Long Short Fund, LP | 11/25/2016 | 4,765 | 19.80 |
| Basswood Enhanced Long Short Fund, LP | 11/25/2016 | 4,765 | 19.80 |
| Basswood Capital Management - Managed Account | 11/25/2016 | 13,517 | 19.80 |
| Basswood Enhanced Long Short Fund, LP | 11/28/2016 | 4,284 | 19.81 |
| Basswood Enhanced Long Short Fund, LP | 11/28/2016 | 4,284 | 19.81 |
| Basswood Enhanced Long Short Fund, LP | 11/28/2016 | 4,284 | 19.81 |
| Basswood Capital Management - Managed Account | 11/28/2016 | 12,148 | 19.81 |
| Basswood Financial Fund, LP | 11/29/2016 | 11,078 | 19.95 |
| Basswood Financial Fund, LP | 11/29/2016 | 1,648 | 19.95 |
| Basswood Financial Fund, Inc | 11/29/2016 | 2,196 | 19.95 |
| Basswood Financial Fund, Inc | 11/29/2016 | 864 | 19.95 |
| Basswood Financial Long Only Fund, LP | 11/29/2016 | 2,163 | 19.95 |
| Basswood Financial Long Only Fund, LP | 11/29/2016 | 225 | 19.95 |
| Basswood Capital Management - Managed Account | 11/29/2016 | 658 | 19.95 |
| Basswood Capital Management - Managed Account | 11/29/2016 | 6,168 | 19.95 |
| Basswood Financial Fund, LP | 11/30/2016 | 12,591 | 20.34 |
| Basswood Financial Fund, LP | 11/30/2016 | 14,002 | 20.48 |
| Basswood Financial Fund, LP | 11/30/2016 | 10,787 | 20.59 |
| Basswood Financial Fund, LP | 11/30/2016 | 1,887 | 20.34 |
| Basswood Financial Fund, LP | 11/30/2016 | 2,100 | 20.48 |
| Basswood Financial Fund, LP | 11/30/2016 | 1,616 | 20.59 |
| Basswood Financial Fund, Inc | 11/30/2016 | 2,525 | 20.34 |
| Basswood Financial Fund, Inc | 11/30/2016 | 2,806 | 20.48 |
| Basswood Financial Fund, Inc | 11/30/2016 | 2,161 | 20.59 |
| Basswood Financial Fund, Inc | 11/30/2016 | 924 | 20.34 |
| Basswood Financial Fund, Inc | 11/30/2016 | 1,028 | 20.48 |
| Basswood Financial Fund, Inc | 11/30/2016 | 793 | 20.59 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 2,447 | 20.34 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 2,719 | 20.48 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 2,094 | 20.59 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 265 | 20.34 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 295 | 20.48 |
| Basswood Financial Long Only Fund, LP | 11/30/2016 | 229 | 20.59 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 797 | 20.34 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 887 | 20.48 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 684 | 20.59 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 7,564 | 20.34 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 8,413 | 20.48 |
| Basswood Capital Management - Managed Account | 11/30/2016 | 6,479 | 20.59 |
18