1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Perpetual Convertible Preferred Stock, Series C
|
08/10/2012 |
Â
(3)
|
Common Stock
|
3,373,693
|
$
(1)
(2)
|
I
|
By LM III TriState Holdings LLC
(4)
|
Perpetual Convertible Preferred Stock, Series C
|
08/10/2012 |
Â
(3)
|
Common Stock
|
1,504,356
|
$
(1)
(2)
|
I
|
By LM III-A TriState Holdings LLC
(5)
|
Stock Options (Right to Buy)
|
06/30/2015(6)
|
12/31/2022 |
Common Stock
|
6,000
|
$
10.25
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
The issuer's Perpetual Convertible Preferred Stock, Series C (the "Series C Preferred") is convertible into shares of the issuer's common stock (the "Common Stock"), with a conversion ratio of 100 shares of Common Stock for each share of Series C Preferred (subject to adjustment in certain events, including combinations or division of Common Stock), by the holders of Series C Preferred at any time, provided that, upon conversion, the Series C Preferred holders will not own or control in the aggregate more than 24.9% of the issuer's voting securities. |
(2) |
In addition, subject to the ownership limitations described in Footnote 1 above, pursuant to an agreement entered into in connection with the closing of the initial public offering of the issuer (the "IPO"), each share of Series C Preferred will automatically convert into shares of Common Stock, with a conversion ratio of 100 shares of Common Stock for each share of Series C Preferred (subject to adjustment in certain events, including combinations or divisions of Common Stock) contingent upon and immediately prior to the closing of the sale of Common Stock in the IPO. |
(3) |
The issuer's Series C Preferred is perpetual and does not have an expiration date. |
(4) |
Represents 33,736.927 shares of the issuer's Series C Preferred. Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III LP. Lovell Minnick Equity Partners III LP is the managing member of LM III TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. James E. Minnick, a director of the issuer, may be deemed to share beneficial ownership of the shares of the issuer's Series C Preferred held by the Lovell Minnick funds. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, if any. |
(5) |
Represents 15,043.561 shares of the issuer's Series C Preferred. Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of Lovell Minnick Equity Partners III-A LP. Lovell Minnick Equity Partners III-A LP is the managing member of LM III-A TriState Holdings LLC. As set out in Footnote 4 above, as an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of the issuer's Series C Preferred held by the Lovell Minnick funds. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, if any. |
(6) |
Consists of options held of record by Mr. James E. Minnick, an officer of the Reporting Person and a director of the issuer, as a result of an agreement between the Reporting Person and Mr. Minnick, whereby Mr. Minnick shall convey any pecuniary interest related to such options to the Reporting Person. 3,000 of these options will vest and become exercisable on or about 6/30/2015, and the remaining 3,000 options will vest and become exercisable on 12/31/2017. The Reporting Person disclaims beneficial ownership of such options, except to the extent of its pecuniary interest therein, if any. |