Statement of Ownership (sc 13g)
February 08 2016 - 10:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
C1 Financial, Inc.
(Name
of Issuer)
Common Stock, par value $1.00 per share
(Title
of Class of Securities)
12591N109
(CUSIP Number)
February 4, 2016
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|
[x] |
Rule 13d-1(b) |
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[_] |
Rule 13d-1(c) |
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[_] |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting persons 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).
SCHEDULE 13G
1 |
Names of
Reporting Persons |
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Steven R. Gerbel |
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2 |
Check the appropriate box if a member of
a Group (see instructions) |
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(a) [ ] |
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(b) [x] |
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3 |
Sec Use Only
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4 |
Citizenship or Place of Organization
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United States of
America |
Number of
Shares Beneficially Owned by Each
Reporting Person With:
|
5 |
Sole
Voting Power |
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0 |
6 |
Shared Voting Power |
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822,266 |
7 |
Sole
Dispositive Power |
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0 |
8 |
Shared Dispositive Power |
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822,266 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person |
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822,266 |
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10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions) |
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[ ] |
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11 |
Percent of class represented by amount in
row (9) |
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5.11% |
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12 |
Type of Reporting Person (See
Instructions) |
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IN |
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Page 2 of 9
1 |
Names of
Reporting Persons |
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Brown Trout Management, LLC |
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IRS Identification
No. of Above Persons (Entities Only) 36-4186074 |
2 |
Check the appropriate box if a member of
a Group (see instructions) |
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(a) [ ] |
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(b) [x] |
|
3 |
Sec Use Only
|
|
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4 |
Citizenship or Place of Organization
|
|
|
|
United States of
America |
Number of
Shares Beneficially Owned by Each
Reporting Person With:
|
5 |
Sole
Voting Power |
|
|
|
0 |
6 |
Shared Voting Power |
|
|
|
822,266 |
7 |
Sole
Dispositive Power |
|
|
|
0 |
8 |
Shared Dispositive Power |
|
|
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822,266 |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person |
|
|
|
822,266 |
|
|
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions) |
|
|
|
[ ] |
|
|
11 |
Percent of class represented by amount in
row (9) |
|
|
|
5.11% |
|
|
12 |
Type of Reporting Person (See
Instructions) |
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|
|
IA |
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Page 3 of 9
Item 1.
(a) |
Name of Issuer: |
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C1 Financial, Inc. |
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(b) |
Address of Issuers Principal Executive
Offices: |
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100 5th Street South |
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St. Petersburg, Florida 33701 |
Item 2.
(a) |
Name of Person Filing: |
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This Schedule 13G is being filed with respect to shares
of Common Stock of the Issuer which are beneficially owned by Steven R.
Gerbel and Brown Trout Management, LLC (BTM and together with Steven R.
Gerbel the Reporting Persons). |
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(b) |
Address of Principal Business Office or, if None,
Residence: |
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311 South Wacker Drive |
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Suite 6025 |
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Chicago, IL 60606 |
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(c) |
Citizenship: |
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Steven R. Gerbel is a citizen of the United States of
America and BTM is an Illinois limited liability company. |
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(d) |
Title and Class of Securities: |
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Common Stock, par value $1.00 per share |
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(e) |
CUSIP No.: |
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12591N109 |
Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a: |
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(a) |
[_] |
Broker or dealer registered under Section 15 of the
Act; |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
[_] |
Insurance company as defined in Section 3(a)(19) of the
Act; |
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(d) |
[_] |
Investment company registered under Section 8 of the
Investment Company Act of 1940; |
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(e) |
[x] |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F); |
Page 4 of 9
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(g) |
[_] |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
[_] |
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940; |
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(j) |
[_] |
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J); |
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(k) |
[_] |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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_____ |
(a) |
Amount Beneficially Owned: |
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Steven R. Gerbel: 822,266 |
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BTM: 822,266 |
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(b) |
Percent of Class: |
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Steven R. Gerbel: 5.11% |
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BTM: 5.11% |
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(c) |
Number of shares as to which such person
has: |
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(i) |
Sole power to vote or to direct the
vote: |
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Steven R. Gerbel: 0 |
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BTM: 0 |
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(ii) |
Shared power to vote or to direct the
vote: |
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Steven R. Gerbel: 822,266 |
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BTM: 822,266 |
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(iii) |
Sole power to dispose or to direct the disposition
of: |
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Steven R. Gerbel: 0 |
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BTM: 0 |
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(iv) |
Shared power to dispose or to direct the disposition
of: |
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Steven R. Gerbel: 822,266 |
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BTM: 822,266 |
Page 5 of 9
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Steven R. Gerbel beneficially owns 822,266
shares of the Issuers Common Stock, $1.00 par value per share, (Common
Stock), representing 5.11% of the Common Stock. Mr. Gerbel does not directly
own any shares of Common Stock, but he does indirectly own 822,266 shares of
Common Stock in his capacity as the managing member of BTM, an Illinois limited
liability company, which in turn serves as the general partner and investment
manager of Chicago Capital Management, LP (CCM), an Illinois limited
partnership. In addition, BTM manages two separate accounts (collectively,
Separate Accounts) for unrelated entities and an investment company,
SilverPepper Merger Arbitrage Fund (SilverPepper), on a discretionary basis.
Although Mr. Gerbel does not directly own the shares of Common Stock, Mr. Gerbel
is deemed to beneficially own the 822,266 shares of Common Stock held by CCM,
the Separate Accounts, and SilverPepper.
Item 5. |
Ownership of Five Percent or Less of a
Class. |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
Item 6. |
Ownership of more than Five Percent on
Behalf of Another Person. |
Each of CCM, the Separate Accounts,
and SilverPepper has the right to receive dividends and proceeds from the sale
of the shares of Common Stock held by each.
Item 7. |
Identification and classification of the
subsidiary which acquired the security being reported on by the
parent holding company or control person. |
Not Applicable
Item 8. |
Identification and classification of members
of the group. |
See Exhibit B
Item 9. |
Notice of Dissolution of Group.
|
Not Applicable
By signing below I certify that, to
the best of my 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.
Page 6 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 8, 2016
/s/ STEVEN R. GERBEL
Steven R. Gerbel
BROWN TROUT MANAGEMENT, LLC
Name: Steven R. Gerbel
Title: Managing Member
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 7 of 9
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all
amendments thereto, relating to the Common Stock of C1 Financial, Inc. shall be
filed on behalf of the undersigned.
/s/ STEVEN R. GERBEL
Steven R. Gerbel
BROWN TROUT MANAGEMENT, LLC
Name: Steven R. Gerbel
Title: Managing Member
Page 8 of 9
Exhibit B
Due to the relationships between them, the Reporting Persons
hereunder may be deemed to constitute a group with one another for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934.
Page 9 of 9
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