FIRST BANCORP /PR/ — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST BANCORP /PR/ (FBP)
CIK: 0001057706
Period of Report: 2017-02-01

Reporting Person: Bresler Joshua D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	A	3644	—	Acquired	3644	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31528702	Indirect

Footnotes

F1: Restricted stock issued pursuant to the First BanCorp Omnibus Incentive Plan, as amended. Shares were granted by the Issuer in connection with the Reporting Person's services as a director. Shares will vest on February 1, 2018.

F2: Not applicable.

F3: Pursuant to the operative agreements for Thomas H. Lee Advisors (Alternative) VI, Ltd. ("Advisors"), 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"), any securities issued to persons serving as directors of portfolio companies of Fund VI, such as the Issuer, are held for the benefit of THL Managers VI, LLC ("Managers VI").

F4: The Reporting Person holds an interest in 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. The Reporting Person is also a Managing Director of Thomas H. Lee Partners, L.P., which is the managing member of Managers VI. Therefore, the Reporting Person may be deemed to beneficially own the shares of the Issuer owned directly by the Funds and Managers VI. The Reporting Person disclaims beneficial ownership of all shares of the Issuer owned by the Funds and Managers VI, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for the purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.

F5: As of February 1, 2017.