First Internet Bancorp — Major Shareholding Notification 2016

May 31, 2016

SC 13G 1 p16-1355sc13g.htm FIRST INTERNET BANCORP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Internet
Bancorp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320557101
(CUSIP Number)
May 23, 2016
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)
(Page 1 of 10 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 320557101 13G Page 2 of 10 Pages

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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial
Investors, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| | 6 | SHARED VOTING POWER 354,600 shares
of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER -0- |
| | 8 | SHARED DISPOSITIVE POWER 354,600 shares
of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 354,600 shares
of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 6.42% | |
| 12 | TYPE OF REPORTING PERSON PN | |

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CUSIP No. 320557101 13G Page 3 of 10 Pages

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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial
Offshore Investors, Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| | 6 | SHARED VOTING POWER 70,400 shares of
Common Stock |
| | 7 | SOLE DISPOSITIVE POWER -0- |
| | 8 | SHARED DISPOSITIVE POWER 70,400 shares of
Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 70,400 shares of
Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 1.27% | |
| 12 | TYPE OF REPORTING PERSON OO | |

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CUSIP No. 320557101 13G Page 4 of 10 Pages

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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital
Advisors, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| | 6 | SHARED VOTING POWER 425,000 shares
of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER -0- |
| | 8 | SHARED DISPOSITIVE POWER 425,000 shares
of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 425,000 shares
of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 7.69% | |
| 12 | TYPE OF REPORTING PERSON IA, PN | |

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CUSIP No. 320557101 13G Page 5 of 10 Pages

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| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) Joseph A. Stieven | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| | 6 | SHARED VOTING POWER 425,000 shares
of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER -0- |
| | 8 | SHARED DISPOSITIVE POWER 425,000 shares
of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 425,000 shares
of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 7.69% | |
| 12 | TYPE OF REPORTING PERSON IN | |

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CUSIP No. 320557101 13G Page 6 of 10 Pages

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Item 1(a).
The name of the issuer is First Internet Bancorp (the “Company”).

Item 1(b).
The Company’s principal executive offices are located at 11201 USA Parkway, Fishers, IN 46037.

Item 2(a). NAME OF PERSON FILING:

This statement is filed by:
(i)	Stieven Financial Investors, L.P., a Delaware limited partnership (“SFI”), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by it;
(ii)	Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock held by it;
(iii)	Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock held by SFI and SFOI; and
(iv)	Joseph A. Stieven (“Mr. Stieven”), Chief Executive Officer of SCA, with respect to the shares of Common Stock held by SFI and SFOI.
The foregoing persons are hereinafter collectively referred to as
the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party. Stieven Capital GP, LLC, a Delaware limited liability company (“SFIGP”),
is the general partner of SFI. Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), is
the general partner of SCA. Mr. Stieven is managing member of SFIGP and SCAGP. The filing of this statement should not be construed as an admission
that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported
herein.

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.

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CUSIP No. 320557101 13G Page 7 of 10 Pages

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Item 2(c).
SFI and SCA are limited partnerships organized under the laws of the State of Delaware. SFOI is a Cayman Islands exempted company. Mr. Stieven is a citizen of the United States.

Item 2(d).
Common Stock (the “Common Stock”)

Item 2(e).
320557101

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________

ITEM 4. OWNERSHIP .

The figures used to calculate beneficial ownership are calculated based upon the 5,525,326 shares of Common Stock issued and outstanding as of May 26, 2016 as reflected in the Form 8-K filed by the Company on May 26, 2016. The information required by Items 4(a)-(c) is set forth in rows 5-11 for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

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CUSIP No. 320557101 13G Page 8 of 10 Pages

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Item 5.
Not applicable.

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

| Item 10. |
| --- |
| Each of the Reporting Persons hereby makes the following certification: |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED:
STIEVEN FINANCIAL INVESTORS, L.P.
By:	Stieven Capital GP, LLC
	its general partner
/s/ Joseph A. Stieven
Name: Joseph A. Stieven
Title: Managing Member
STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
/s/ Christine Fletcher
Name: Christine Fletcher
Title: Director
STIEVEN CAPITAL ADVISORS, L.P.
By:	Stieven Capital Advisors GP, LLC
	its general partner
/s/ Joseph A. Stieven
Name: Joseph A. Stieven
Title: Managing Member
JOSEPH A. STIEVEN
/s/ Joseph A. Stieven
JOSEPH A. STIEVEN, individually

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CUSIP No. 320557101 13G Page 10 of 10 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:
STIEVEN FINANCIAL INVESTORS, L.P.
By:	Stieven Capital GP, LLC
	its general partner
/s/ Joseph A. Stieven
Name: Joseph A. Stieven
Title: Managing Member
STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
/s/ Christine Fletcher
Name: Christine Fletcher
Title: Director
STIEVEN CAPITAL ADVISORS, L.P.
By:	Stieven Capital Advisors GP, LLC
	its general partner
/s/ Joseph A. Stieven
Name: Joseph A. Stieven
Title: Managing Member
JOSEPH A. STIEVEN
/s/ Joseph A. Stieven
JOSEPH A. STIEVEN, individually