James J. Dolan - May 25, 2022 Form 4 Insider Report for TriState Capital Holdings, Inc. (TSC)

Role
Director
Signature
/s/ Karla Villatoro de Friedman, General Counsel of TriState Capital Bank, Attorney-in-Fact
Stock symbol
TSC
Transactions as of
May 25, 2022
Transactions value $
$0
Form type
4
Date filed
6/2/2022, 02:15 PM
Previous filing
Mar 18, 2022
Next filing
Feb 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSC Common Stock Disposed to Issuer -3K -100% 0 Jun 1, 2022 Direct F1
transaction TSC Common Stock Disposed to Issuer -33.6K -100% 0 Jun 1, 2022 Direct F1, F2
transaction TSC Common Stock Disposed to Issuer -12.1K -100% 0 Jun 1, 2022 Direct F1, F3
transaction TSC Common Stock Disposed to Issuer -8.2K -100% 0 Jun 1, 2022 Owned by spouse F1, F4
transaction TSC Common Stock Disposed to Issuer -2.5K -100% 0 Jun 1, 2022 Charles Scwab and Co, Inc., Custodian of James J Dolan Roth Contributory IRA F1
transaction TSC Common Stock Disposed to Issuer -9K -100% 0 Jun 1, 2022 Direct F5
transaction TSC Depositary Shares - Series A Disposed to Issuer -4K -100% 0 Jun 1, 2022 Direct F6
transaction TSC Depositary Shares - Series B Disposed to Issuer -4.7K -100% 0 Jun 1, 2022 Owned by spouse F7
transaction TSC Depositary Shares - Series B Disposed to Issuer -9K -100% 0 Jun 1, 2022 Direct F7

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 TSC Stock Options (Right to Buy) Disposed to Issuer -3K -100% 0 Jun 1, 2022 Common Stock 3K $10.25 Direct F8, F9
transaction TSC Stock Options (Right to Buy) Disposed to Issuer -3K -100% 0 Jun 1, 2022 Common Stock 3K $11.78 Direct F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James J. Dolan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of upon completion of the merger (the "Merger") of Macaroon One LLC, a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF"), with and into the Issuer, effective June 1, 2022. Pursuant to the Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Issuer, RJF, Macaroon One LLC and Macaroon Two LLC (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive 0.25 shares of RJF common stock and $6.00 in cash. The closing price per share of RJF common stock on May 31, 2022, the last trading day prior to completion of the Merger, was $98.49.
F2 Shares held jointly of record by the Reporting Person and his spouse.
F3 Shares held individually by Reporting Person.
F4 The Reporting Person disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein. This Form shall not be deemed an admission that he is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
F5 Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted share of the Issuer's common stock was converted into the right to receive 0.25 shares of RJF common stock and $6.00 in cash. The closing price per share of RJF common stock on May 31, 2022, the last trading day prior to completion of the Merger, was $98.49.
F6 Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock.
F7 Pursuant to the Merger Agreement, each depository share of the Issuer representing a 1/40th interest in a share of the Issuer's 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock was converted into a depositary share of RJF representing a 1/40th interest in a share of the corresponding newly issued series of RJF preferred stock.
F8 These options vested and became exercisable on 12/31/2017. There originally were 6,000 options, 3,000 of which vested and became exercisable on June 30, 2015 and were previously exercised.
F9 This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $57,158 which is the product (rounded down to the nearest whole number) of 3,000 option shares and i) $29.3029 minus ii) $10.25 (the exercise price of the options).
F10 These options vested and became exercisable on 12/13/2018. There originally were 6,000 options, 3,000 of which vested and became exercisable on June 13, 2016 and were previously exercised.
F11 This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $52,568 which is the product (rounded down to the nearest whole number) of 3,000 option shares and i) $29.3029 minus ii) $11.78 (the exercise price of the options).