FIRST BANCORP /PR/ — Director's Dealing 2011

Dec 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST BANCORP /PR/ (FBP)
CIK: 0001057706
Period of Report: 2011-12-16

Reporting Person: HAGERTY THOMAS M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-16	Share Purchase Rights (right to buy)	$3.50	J	544999	Acquired	2011-12-30	Common Stock (544999)	Indirect

Footnotes

F1: Represents share purchase rights acquired by THL FBC Equity Investors, L.P. ("FBC Fund"), Thomas H. Lee (Alternative) Fund VI, L.P. ("Fund VI"), Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Parallel Fund VI") and Thomas H. Lee (Alternative) Parallel (DT) Fund VI ("DT Fund VI"; together with FBC Fund, Fund VI and Parallel Fund VI, the "Funds").

F2: Pursuant to that certain Investment Agreement, dated as of July 14, 2011, by and among the Issuer and the Funds, the Funds are entitled to certain anti-dilution share purchase rights in connection with certain offerings or sales of equity of the Issuer. The Funds received notice on December 16, 2011 that the Issuer completed an equity offering.

F3: The reporting person is a stockholder of Thomas H. Lee Advisors (Alternative) VI, Ltd., which is the general partner of THL Advisors (Alternative) VI, L.P., which is the general partner of the Funds. By virtue of these relationships, the reporting person may be deemed to beneficially own the share purchase rights held directly by each of the Funds. The reporting person disclaims beneficial ownership of such share purchase rights, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.