Sec Form 4 Filing - STUART SCOTT M @ EverBank Financial Corp - 2015-03-13

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
STUART SCOTT M
2. Issuer Name and Ticker or Trading Symbol
EverBank Financial Corp [ EVER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O SAGEVIEW CAPITAL LP, 55 RAILROAD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2015
(Street)
GREENWICH, CT06830
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
Common Stock, par value $0.01 per share 03/13/2015 S 2,600,000 D $ 17.7 10,312,230 I By Sageview Partners L.P. ( 1 ) ( 2 )
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
STUART SCOTT M
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X Former 10% Owner
Sageview Partners L.P.
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
GILHULY EDWARD A
C/O SAGEVIEW CAPITAL LP
245 LYTTON AVENUE, SUITE 250
PALO ALTO, CA94301
Former 10% Owner
SAGEVIEW CAPITAL MASTER, L.P.
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Capital Partners (A), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Capital Partners (B), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Partners (C) (Master), LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Capital GenPar, Ltd.
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Capital GenPar, LP
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Sageview Capital MGP, LLC
C/O SAGEVIEW CAPITAL LP
55 RAILROAD AVENUE
GREENWICH, CT06830
Former 10% Owner
Signatures
/s/ Scott M. Stuart 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Edward A. Gilhuly 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital GenPar, Ltd., its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Sageview Capital MGP, LLC, its General Partner, Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
/s/ Dino Verardo, Vice President 03/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sageview Capital Master, L.P. ("Sageview Master"), Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B"), Sageview Partners (C) (Master), L.P. ("Sageview C") are the sole shareholders of Sageview Partners L.P. Sageview A, Sageview B and Sageview C are the sole shareholders of Sageview Master. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview Capital MGP, LLC ("Sageview MGP") is the sole general partner of Sageview GenPar. Edward A. Gilhuly and Scott M. Stuart, one of our directors, are managing and controlling persons of Sageview MGP. Each of Messrs. Gilhuly and Stuart disclaim beneficial ownership over the shares held by Sageview MGP except to the extent of their pecuniary interest therein. (cont'd in FN 2)
( 2 )(cont'd from FN 1) The address for Mr. Gilhuly is c/o Sageview Capital LP, 245 Lytton Avenue, Suite 250, Palo Alto, CA 94301. The address for Mr. Stuart is c/o Sageview Capital LP, 55 Railroad Avenue, Greenwich, CT 06830.

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