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Origin Bancorp, Inc. — Director's Dealing 2018
May 8, 2018
32162_dirs_2018-05-08_bcb3a6a8-b66a-4728-a267-54b584d51804.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Origin Bancorp, Inc. (OBNK)
CIK: 0001516912
Period of Report: 2018-05-08
Reporting Person: PBRA, LLC (10% Owner)
Reporting Person: PINE BROOK CAPITAL PARTNERS LP (10% Owner)
Reporting Person: NEWMAN HOWARD H (10% Owner)
Reporting Person: Pine Brook Road Associates, L.P. (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $5.00 per share | 1803285 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series D Preferred Stock, no par value | $ | Common Stock (901644) | Indirect |
Footnotes
F1: This Form 3 is being filed on behalf of Pine Brook Capital Partners, L.P., a Delaware limited partnership, Pine Brook Road Associates, L.P., a Delaware limited partnership and the general partner of Pine Brook Capital Partners, L.P., PBRA, LLC, a Delaware single-member limited liability company that controls Pine Brook Road Associates, L.P. in its capacity as general partner, and Howard Newman, the sole member of PBRA, LLC. Mr. Newman has investment and voting control over the shares held or controlled by the Pine Brook Funds (as defined below).
F2: Reflects 1,446,821 shares of Common Stock held by Pine Brook Capital Partners, L.P., 255,421 shares of Common Stock held by Pine Brook Capital Partners (SSP Offshore) II, L.P and 101,043 shares of Common Stock held by Pine Brook Capital Partners (Cayman), L.P. (collectively, the "Pine Brook Funds"). Pine Brook Road Associates, L.P. is the general partner of each of the Pine Brook Funds.
F3: Howard Newman, PBRA, LLC, Pine Brook Road Associates, L.P. and Pine Brook Capital Partners, L.P. each disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose.
F4: The Series D Preferred Stock is convertible, on a one-for-one basis, into shares of common stock at the discretion of the Pine Brook Funds or the issuer, to the extent that the holder of the Series D Preferred Stock would not, with its affiliates, own more than 9.99% of the issuer's outstanding common stock, or any class of voting securities, following such conversion.
F5: The Series D Preferred Stock is subject to mandatory conversion upon the transfer of any shares of Series D Preferred Stock to a holder that is not an affiliate of the Pine Brook Funds.