Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Capital Bank Financial Corp. - 2016-07-15

Insider filing report for Changes in Beneficial Ownership
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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
Crestview Partners II GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
Capital Bank Financial Corp. [ CBF]
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)
C/O CRESTVIEW PARTNERS, 667 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2016
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 07/15/2016 D 300,000 D $ 0 2,583,760 ( 1 ) ( 2 ) I See footnote ( 3 )
Class B Non-Voting Common Stock 07/15/2016 A 300,000 A $ 0 9,562,688 ( 1 ) ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners II GP, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Crestview-NAFH, LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
CRESTVIEW PARTNERS II LP
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
CRESTVIEW PARTNERS II (FF) LP
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
CRESTVIEW PARTNERS II (TE) LP
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
CRESTVIEW OFFSHORE HOLDINGS II (CAYMAN) LP
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
CRESTVIEW OFFSHORE HOLDINGS II (FF CAYMAN) LP
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Crestview Offshore Holdings II (892 Cayman), L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Signatures
CRESTVIEW PARTNERS II GP, L.P., By: CRESTVIEW, L.L.C., its General Partner, By: /s/ Ross A. Oliver, General Counsel 07/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Crestview-NAFH, LLC directly beneficially owns 2,558,760 shares of Class A Common Stock ("Class A Shares") and 9,562,688 shares of Class B Non-Voting Common Stock ("Class B Shares" and, together with the Class A Shares, the "Common Stock"). Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 12,121,448 shares of Common Stock directly owned by Crestview-NAFH, LLC. Crestview Advisors, L.L.C. directly beneficially owns 25,000 shares of Class A Common Stock received in respect of service on the issuer's board of directors by Richard M. DeMartini, a Managing Director of Crestview Advisors, L.L.C.
( 2 )Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 3 )Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds, and each of the Crestview Funds is a member of Crestview-NAFH, LLC.

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