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Sec Form 4 Filing - Carlyle Group Management L.L.C. @ CommunityOne Bancorp - 2016-10-26

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Carlyle Group Management L.L.C.
2. Issuer Name and Ticker or Trading Symbol
CommunityOne Bancorp [ COB]
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 THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2016
(Street)
WASHINGTON, DC20004
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, no par value per share 10/26/2016 J( 1 ) 5,772,376 D 0 I See footnote ( 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
Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
TC Group Cayman Investment Holdings, L.P.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
TC Group Cayman Investment Holdings Sub L.P.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
Carlyle Financial Services, Ltd.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMANKY1-9005
X
TCG Financial Services, L.P.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMANKY1-9005
X
Carlyle Financial Services Harbor, L.P.
C/O THE CARLYLE GROUP,
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Carlyle Group L.P.
C/O THE CARLYLE GROUP,
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004
X
Carlyle Holdings II GP L.L.C.
C/O THE CARLYLE GROUP,
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Carlyle Holdings II L.P.
C/O THE CARLYLE GROUP,
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Signatures
CARLYLE GROUP MANAGEMENT L.L.C. By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
THE CARLYLE GROUP, L.P. By: Carlyle Group Management L.L.C., its general partner By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
CARLYLE HOLDINGS II GP L.L.C. By: The Carlyle Group L.P., its managing member By: Carlyle Group Management L.L.C., its general partner By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
CARLYLE HOLDINGS II L.P. By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: Carlyle Holdings II L.P., its general partner By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: TC Group Cayman Investment Holdings, L.P., its general partner By: Carlyle Holdings II L.P., its general partner By /s/ Daniel D'Aniello, Chairman 10/28/2016
** Signature of Reporting Person Date
CARLYLE FINANCIAL SERVICES, LTD. By /s/ Ann Siebecker, Authorized Person 10/28/2016
** Signature of Reporting Person Date
TCG FINANCIAL SERVICES, L.P. By: Carlyle Financial Services, Ltd., its general partner By /s/ Ann Siebecker, Authorized Person 10/28/2016
** Signature of Reporting Person Date
CARLYLE FINANCIAL SERVICES HARBOR, L.P. By: TCG Financial Services, L.P., its general partner By: Carlyle Financial Services, Ltd., its general partner By /s/ Ann Siebecker, Authorized Person 10/28/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 26, 2016 (the "Closing Date"), pursuant to that Agreement and Plan of Merger, dated as of November 22, 2015 (the "Merger Agreement"), by and between Capital Bank Financial Corp. ("Capital Bank") and CommunityOne Bancorp ("COB"), each share of common stock of COB issued and outstanding immediately prior to the Closing Date (other than Exception Shares (as defined in the Merger Agreement)) was converted into the right to receive, at the election of the holder but subject to proration, either (i) $14.25 in cash without interest, or (ii) 0.4300 shares of Class A Common Stock of Capital Bank (subject to the payment of cash in lieu of fractional shares). In accordance with the proration procedures set forth in the Merger Agreement, Carlyle Financial Services Harbor, L.P. received $23,775,053.67 in cash without interest and 1,764,699 shares of Class A Common Stock of Capital Bank for the shares of common stock of COB held by it on the Closing Date.
( 2 )Carlyle Financial Services Harbor, L.P. was the record holder of the shares reported herein. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P. Each of such reporting persons expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

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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