Sec Form 4 Filing - PBRA, LLC @ Origin Bancorp, Inc. - 2018-05-10

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
PBRA, LLC
2. Issuer Name and Ticker or Trading Symbol
Origin Bancorp, Inc. [ OBNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC, 60 EAST 42ND STREET, 50TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2018
(Street)
NEW YORK, NY10165
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 $5.00 per share 05/10/2018 S 675,000 D $ 31.62 1,128,285 I See Footnotes ( 1 ) ( 2 ) ( 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
PBRA, LLC
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK, NY10165
X
PINE BROOK CAPITAL PARTNERS LP
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK, NY10165
X
NEWMAN HOWARD H
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK, NY10165
X
Pine Brook Road Associates, L.P.
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK, NY10165
X
Signatures
By: PBRA, LLC; By: /s/ Oliver Goldstein, Executive Vice President 05/10/2018
Signature of Reporting Person Date
By: Pine Brook Capital Partners, L.P.; By: Pine Brook Road Associates, L.P., its General Partner; By: PBRA, LLC, its General Partner; By: /s/ Oliver Goldstein, Executive Vice President 05/10/2018
Signature of Reporting Person Date
/s/ Oliver Goldstein, as Attorney-in-Fact 05/10/2018
Signature of Reporting Person Date
By: Pine Brook Road Associates, L.P.; By: PBRA, LLC, its General Partner; By: /s/ Oliver Goldstein, Executive Vice President 05/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed on behalf of Pine Brook Capital Partners, L.P., a Delaware limited partnership, Pine Brook Road Associates, L.P., a Delaware limited partnership and the general partner of Pine Brook Capital Partners, L.P., PBRA, LLC, a Delaware single-member limited liability company that controls Pine Brook Road Associates, L.P. in its capacity as general partner, and Howard Newman, the sole member of PBRA, LLC. Mr. Newman has investment and voting control over the shares held or controlled by the Pine Brook Funds (as defined below).
( 2 )Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP Offshore) II, L.P. and Pine Brook Capital Partners (Cayman), L.P. (collectively, the "Pine Brook Funds") sold 541,569, 95,609 and 37,822, respectively, shares of common stock of Origin Bancorp, Inc. in connection with its initial public offering, which closed on May 10, 2018.
( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), the filing of this statement shall not be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein.

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