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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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SEACOAST BANKING CORPORATION OF FLORIDA
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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811707306
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(CUSIP Number)
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John Caughey
CapGen Capital Group III LP
1185 Avenue of the Americas
Suite 2000
New York, New York 10036
(212) 542-6868
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Copy to:
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Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 18, 2013
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(Date of Event Which Requires Filing of this Statement)
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CUSIP NO. 811707306
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1
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NAMES OF REPORTING PERSONS
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CapGen Capital Group III LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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15,715,862
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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15,715,862
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,715,862
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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*
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The calculation of the foregoing is based on 94,857,215 shares of Common Stock (as defined herein) outstanding as of March 21, 2013, as reported by the Issuer (as defined herein) in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2013 (the “Proxy Statement”).
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CUSIP NO. 811707306
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1
|
NAMES OF REPORTING PERSONS
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CapGen Capital Group III LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
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15,715,862
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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15,715,862
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,715,862
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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*
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The calculation of the percentage of outstanding shares is based on 94,857,215 shares of Common Stock outstanding as of March 21, 2013, as reported by the Issuer in the Proxy Statement.
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CUSIP NO. 811707306
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1
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NAMES OF REPORTING PERSONS
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Eugene A. Ludwig
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,715,862
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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15,715,862
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,715,862
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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*
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The calculation of the percentage of outstanding shares is based on 94,857,215 shares of Common Stock outstanding as of March 21, 2013, as reported by the Issuer in the Proxy Statement.
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Item 2.
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Identity and Background
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Item 4.
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Purpose of Transaction
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 8
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Joint Filing Agreement, dated April 22, 2013, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC and Eugene A. Ludwig
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CAPGEN CAPITAL GROUP III LP
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By:
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CAPGEN CAPITAL GROUP III LLC,
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its general partner
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By:
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/s/ Eugene A. Ludwig | |||
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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CAPGEN CAPITAL GROUP III LLC
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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EUGENE A. LUDWIG
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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Exhibit | Title |
Exhibit 8
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Joint Filing Agreement, dated April 22, 2013, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC and Eugene A. Ludwig
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