Sec Form 3 Filing - Williams Douglas Lloyd @ SouthState Corp - 2022-03-01

FORM 3 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 Williams Douglas Lloyd 2. Issuer Name and Ticker or Trading Symbol SouthState Corp [ SSB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Atlanta Banking Grp (Last) (First) (Middle) 1101 FIRST STREET SOUTH, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (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 94,219( 1 ) 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 ) ( 2 ) ( 2 ) Common Stock 3,230 D Restricted Share Units ( 3 ) ( 3 ) ( 3 ) Common Stock 14,544 D Restricted Share Units ( 4 ) ( 4 ) ( 4 ) Common Stock 6,922 D Restricted Share Units ( 5 ) ( 5 ) ( 5 ) Common Stock 808 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams Douglas Lloyd 1101 FIRST STREET SOUTH, SUITE 202 WINTER HAVEN, FL33880 President, Atlanta Banking Grp Signatures William E. Matthews, V, CFO, pursuant to power of attorney 03/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired in connection with the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("SouthState" or the "Company") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022 (the "Closing Date"). Pursuant to the Merger Agreement, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.3600 shares (the "Exchange Ratio"), par value $2.50, of SouthState common stock. ( 2 )Pursuant to the Merger Agreement, on the Closing Date, the reporting person received SouthState Performance Share Units ("PSUs"). The awards will vest following the 3-year performance period, vesting on the date following the 3rd anniversary date. The units are exchangeable with the Company's common stock at the exchange rate of 1 for 1 after the vesting date. ( 3 )Pursuant to the Merger Agreement, on the Closing Date, outstanding Atlantic Capital performance-vesting restricted stock unit awards ("Atlantic Capital PSUs") were converted into SouthState Restricted Share Units ("RSUs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSUs are subject to time-vesting through the remainder of the originally scheduled performance period (or any later scheduled vesting date) and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. ( 4 )Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a "pay-to-lead" award in the form of SouthState RSUs, which will vest 1/3 on each anniversary date of the grant, subject to the reporting person's continued employment with SouthState through such date. ( 5 )Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a stock award in the form of SouthState RSUs, which will vest 1/3 on January 1st of each year following the date of the grant, subject to the reporting person's continued employment with SouthState through such date.

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).

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