Sec Form 4 Filing - HUGGINS M. J. III @ CAROLINA FINANCIAL CORP - 2016-01-20

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 HUGGINS M. J. III 2. Issuer Name and Ticker or Trading Symbol CAROLINA FINANCIAL CORP [ CARO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Secretary (Last) (First) (Middle) 288 MEETING ST 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2016 (Street) CHARLESTON, SC29401 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 01/20/2016 A 770 A $ 0 68,364 ( 3 ) D COMMON STOCK 01/20/2016 S 305 D $ 16.56 68,059 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 EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 16.56 01/20/2016 A 3,584 ( 1 ) 01/20/2026 COMMON STOCK 3,584 $ 0 3,584 D RESTRICTED STOCK UNITS ( 2 ) 01/20/2016 A 1,087 ( 2 ) ( 2 ) 01/20/2026 COMMON STOCK 1,087 ( 2 ) $ 0 1,087 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HUGGINS M. J. III 288 MEETING ST CHARLESTON, SC29401 EVP & Secretary Signatures /s/M. J. Huggins III by Carolina Financial Corporation 01/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option vests in three equal annual installments beginning on January 20, 2017. ( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in one installment on December 31, 2017, subject to certain conditions related to CARO's EPS. In order to vest any portion of the restricted stock units, CARO must achieve certain EPS over the two-year period ending December 31, 2017. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted EPS threshold, and 100% of the restricted stock units upon achieving the target CARO diluted EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2018. ( 3 )On July 31, 2015, the Company paid a 20% stock dividend which has been accounted for in the total shares held on this Section 16 form.

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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