Sec Form 4 Filing - MATTHEWS WILLIAM E V @ CenterState Bank Corp - 2020-06-07

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

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1. Name and Address of Reporting Person MATTHEWS WILLIAM E V 2. Issuer Name and Ticker or Trading Symbol CenterState Bank Corp [ CSFL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1101 FIRST STREET SOUTH, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2020 (Street) WINTER HAVEN, FL33880 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 06/07/2020 D 96,326 D 0 D

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 Performance Share Units ( 2 ) 06/07/2020 D 13,203 ( 2 ) ( 2 ) Common Stock 13,203 ( 2 ) 0 D Restricted Share Units ( 3 ) 06/07/2020 D 6,141 ( 3 ) ( 3 ) Common Stock 6,141 ( 3 ) 0 D Restricted Share Units ( 4 ) 06/07/2020 D 22,331 ( 4 ) ( 4 ) Common Stock 22,331 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATTHEWS WILLIAM E V 1101 FIRST STREET SOUTH, SUITE 202 WINTER HAVEN, FL33880 Chief Financial Officer Signatures William E. Matthews, V 06/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between CenterState Bank Corporation ("CenterState") and South State Corporation ("South State"), pursuant to which CenterState merged with and into South State (the "Merger") on June 7, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of CenterState common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by CenterState or South State) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The price of South State common stock on NASDAQ on the Closing Date was $60.27. ( 2 )Disposition of Performance Share Units ("PSUs") awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2019 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2023 and then are subject to a mandatory two-year hold period ending on 1/1/2025. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. ( 3 )Disposition of time vested Restricted Share Units ("RSUs") awarded on 9/10/19. The RSUs vest one-third on January 1st 2021, 2022 and 2023 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. ( 4 )Disposition of RSUs awarded on 5/28/20 that will cliff vest on 5/28/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

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