Richard J. Mcwhorter - Sep 30, 2022 Form 4 Insider Report for Third Coast Bancshares, Inc. (TCBX)

Role: CHIEF FINANCIAL OFFICER
Signature: R. John McWhorter
Stock symbol: TCBX
Transactions as of: Sep 30, 2022
Transactions value $: $1,000,000
Form type: 4
Date filed: 10/4/2022, 05:43 PM
Previous filing: Feb 3, 2022
Next filing: Mar 17, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TCBX	Series A Convertible Non-Cumulative Preferred Stock	Purchase	$1M	+1K		$1,000.00^*	1K	Sep 30, 2022	Common Stock	44.4K	$22.50	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series A Convertible Non-Cumulative Preferred Stock is convertible into (i) common stock, subject to certain regulatory and contractual caps, and thereafter, subject to such caps, (ii) Series B Convertible Perpetual Preferred Stock, and (iii) following the requisite shareholder approval, non-voting common stock. The Series A Convertible Non-Cumulative Preferred Stock is convertible into common stock and non-voting common stock at a price per share of $22.50, subject to certain anti-dilution adjustments, and is convertible into Series B Convertible Perpetual Preferred Stock at a rate of one share for one share.
F2	The Series A Convertible Non-Cumulative Preferred Stock is redeemable by the Issuer (i) at any time following September 30, 2027, subject to regulatory approval and provided the closing price of the common stock has achieved certain thresholds, and (ii) at any time if the Series A Convertible Non-Cumulative Preferred Stock ceases to constitute Additional Tier 1 capital.

Content

The Series A Convertible Non-Cumulative Preferred Stock is convertible into (i) common stock, subject to certain regulatory and contractual caps, and thereafter, subject to such caps, (ii) Series B Convertible Perpetual Preferred Stock, and (iii) following the requisite shareholder approval, non-voting common stock. The Series A Convertible Non-Cumulative Preferred Stock is convertible into common stock and non-voting common stock at a price per share of $22.50, subject to certain anti-dilution adjustments, and is convertible into Series B Convertible Perpetual Preferred Stock at a rate of one share for one share.

The Series A Convertible Non-Cumulative Preferred Stock is redeemable by the Issuer (i) at any time following September 30, 2027, subject to regulatory approval and provided the closing price of the common stock has achieved certain thresholds, and (ii) at any time if the Series A Convertible Non-Cumulative Preferred Stock ceases to constitute Additional Tier 1 capital.