SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Seacoast Banking Corporation of Florida

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(Name of Issuer)

Common Stock, Par Value $0.10

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(Title of Class of Securities)

(CUSIP Number)

 

Matthew Lindenbaum

Basswood Capital Management, L.L.C.

645 Madison Avenue, 10^th Floor

New York, NY 10022

(212) 521-9500

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with copies to)

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

December 12, 2016

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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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This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed with respect to the common stock, par value $0.10 per share (the “Common Stock”), of Seacoast Banking Corporation of Florida, a Florida corporation (the “Issuer”), to amend the Schedule 13D filed on March 21, 2016 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed on March 25, 2016 (“Amendment No. 1”) and Amendment No. 2 to Schedule 13D filed on July 28, 2016 (“Amendment No. 2”) (the Original 13D, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4.  Purpose of Transaction.

As agreed in the Amendment to the Observer Rights Agreement, the Observer Rights Agreement may be terminated following November 30, 2016, by either the Issuer or Matthew Lindenbaum.  The Observer Rights Agreement remains in effect, with Mr. Lindenbaum continuing as a board observer, and Mr. Lindenbaum has no current plan to terminate the Observer Rights Agreement.

Item 5.  Interest in Securities of the Issuer

Item 5(a) is hereby amended to reflect the following:

(a) The beneficial ownership percentages in this Schedule 13D are calculated based upon the 38,025,020 shares of Common Stock reported in the quarterly report of the Issuer filed on November 9, 2016.

5(c) is hereby supplemented by adding the following

(c) During the past sixty days, the Reporting Persons effected the transactions in the Common Stock that are listed on Annex I hereto, all of which were transactions in the open market, and per share prices include any commissions paid in connection with such transactions.

Item 7.  Material to be filed as Exhibits.

1.	Exhibit 99.1 – Joint Filing Agreement, dated as of March 21, 2016, incorporated by reference to Exhibit 99.1 to Schedule 13D filed March 21, 2016.

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Dated: December 12, 2016	BASSWOOD CAPITAL MANAGEMENT, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD PARTNERS, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD ENHANCED LONG SHORT GP, LLC
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD ENHANCED LONG SHORT FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD FINANCIAL FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

Dated: December 12, 2016	BASSWOOD FINANCIAL LONG ONLY FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD FINANCIAL FUND, INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD OPPORTUNITY PARTNERS, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: December 12, 2016	BASSWOOD OPPORTUNITY FUND INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

Dated: December 12, 2016	/s/ Matthew Lindenbaum
	Matthew  Lindenbaum
Dated: December 12, 2016	/s/ Bennett Lindenbaum
	Bennett Lindenbaum

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