Sec Form 4 Filing - King John Bryan @ Encore Bancshares Inc - 2012-07-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
King John Bryan
2. Issuer Name and Ticker or Trading Symbol
Encore Bancshares Inc [ EBTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2012
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/02/2012 M( 1 ) 12,000 A $ 12 85,076 D
Common Stock 07/02/2012 S( 2 ) 85,076 D $ 20.62 0 D
Common Stock 07/02/2012 S( 2 ) 449,100 D $ 20.62 0 I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 12 07/02/2012 M( 1 ) 6,000 05/01/2007 06/01/2013 Common Stock 6,000 $ 12 6,000 D
Stock Option (right to buy) $ 12 07/02/2012 M( 1 ) 6,000 02/01/2008 02/01/2014 Common Stock 6,000 $ 12 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
King John Bryan
301 COMMERCE STREET
SUITE 1600
FORT WORTH, TX76102
X
Signatures
J. Bryan King 07/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 2, 2012, Encore Bancshares, Inc. ("Encore") consummated its merger with Cadence Bancorp, LLC ("Cadence") and EMS Sub I, Inc. ("Merger Sub") on the terms and conditions set forth in that certain Agreement and Plan of Merger, dated March 5, 2012, by and among the Encore, Cadence and Merger Sub. Under the Merger Agreement, outstanding director stock options held by Mr. King were deemed exercised effective July 2, 2012.
( 2 )Under the Merger Agreement, all of the issued and outstanding shares of Common Stock, including those beneficially owned by Mr. King, were acquired by Merger Sub for a purchase price of $20.62 per share in cash effective July 2, 2012.
( 3 )Represents securities held by LKCM Private Discipline Master Fund, SPC (PDP) and LKCM Micro-Cap Partnership, L.P. (Micro). Luther King Capital Management Corporation is the investment manager for PDP and Micro. LKCM Private Discipline Management, L.P. holds the management shares of PDP. LKCM Alternative Management, LLC (LKCM Alternative) is the general partner of PDP Management, and Mr. King is a controlling member of LKCM Alternative. LKCM Micro-Cap Management, L.P. (MC Management) is the general partner of Micro, and Mr. King is a controlilng member of MC Management. Mr. King expressly disclaims beneficial ownership of the securities held by PDP and Micro, expect to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.