Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

YADKIN FINANCIAL CORPORATION

(Name of Issuer)

 

 

Voting Common Stock, par value $1.00 per share

(Title of Class of Securities)

984314104

(CUSIP Number)

Lightyear Fund II, L.P.

9 West 57th Street, 31st Floor

New York, New York 10019

(212) 328-0555

Copies to:

Caroline B. Gottschalk, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 26, 2016

(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 §240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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 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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1.		Names of Reporting Persons.   Lightyear Fund II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       2,290,462
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       2,290,462
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       2,290,462
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       4.5%
14.		Type of Reporting Person (See Instructions)       PN

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1.		Names of Reporting Persons.   Lightyear Co-Invest Partnership II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       5,167
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       5,167
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       5,167
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       0.01%
14.		Type of Reporting Person (See Instructions)       PN

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1.		Names of Reporting Persons.   Lightyear Fund II GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       2,290,462
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       2,290,462
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       2,290,462
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       4.5%
14.		Type of Reporting Person (See Instructions)       PN

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1.		Names of Reporting Persons.   Lightyear Fund II GP Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       2,295,629
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       2,295,629
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       2,295,629
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       4.5%
14.		Type of Reporting Person (See Instructions)       OO

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1.		Names of Reporting Persons.   LY Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       2,295,629
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       2,295,629
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       2,295,629
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       4.5%
14.		Type of Reporting Person (See Instructions)       OO

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1.		Names of Reporting Persons.   Mark F. Vassallo
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)       OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization       United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power       2,295,629
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       2,295,629
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       2,295,629
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       x
13.		Percent of Class Represented by Amount in Row (11)       4.5%
14.		Type of Reporting Person (See Instructions)       IN

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This Amendment No. 2 (this Amendment No. 2) supplements and amends the Schedule 13D filed on July 14, 2014 by the Reporting Persons (as defined below) as amended by Amendment No. 1 filed on October 14, 2015 (as amended, the Schedule 13D), relating to the Voting Common Stock, par value $1.00 per share (the Common Stock), of Yadkin Financial Corporation, a North Carolina corporation (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. This Amendment No. 2 is being filed solely to report that the Reporting Persons (as defined below) no longer beneficially own more than 5% of the outstanding shares of Common Stock and therefore this Amendment No. 2 constitutes an exit filing for the Reporting Persons.

This Amendment No. 2 is being filed by:

(i) Lightyear Fund II, L.P., a Delaware limited partnership ( Lightyear Fund II);

(ii) Lightyear Co-Invest Partnership II, L.P., a Delaware limited partnership (Lightyear Co-Invest II);

(iii) Lightyear Fund II GP, L.P., a Delaware limited partnership (Lightyear Fund II GP);

(iv) Lightyear Fund II GP Holdings, LLC, a Delaware limited liability company (Lightyear Fund II GP Holdings);

(v) LY Holdings, LLC, a Delaware limited liability company (LY Holdings); and

(vi) Mr. Mark F. Vassallo, a United States citizen (the person and entities listed in items (i) through (vi) are collectively referred to herein as the Reporting Persons).

 

Item 5.

Interest in Securities of the Issuer

Items 5(a) and (e) of the Schedule 13D are hereby amended and restated in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own an aggregate of 2,295,629 shares of Common Stock, representing approximately 4.5% of the issued and outstanding shares of Common Stock. The percentages of beneficial ownership reported in this Schedule 13D are based on 50,840,448 shares of Common Stock outstanding as of May 5, 2016, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.

Lightyear Fund II directly holds 2,290,462 shares of Common Stock, representing approximately 4.5% of the issued and outstanding shares of Common Stock. Lightyear Fund II GP is the general partner of Lightyear Fund II. Lightyear Fund II GP Holdings is the general partner of Lightyear Fund II GP. LY Holdings, as the managing member of Lightyear Fund II GP Holdings, and Mr. Vassallo, as the managing member of LY Holdings, may each be deemed to beneficially own the 2,290,462 shares of Common Stock held directly by Lightyear Fund II.

Lightyear Co-Invest II directly holds 5,167 shares of Common Stock, representing approximately 0.01% of the issued and outstanding Common Stock. Lightyear Fund II GP Holdings is the general partner of Lightyear Co-Invest II. LY Holdings, as the managing member of Lightyear Fund II GP Holdings, and Mr. Vassallo, as the managing member of LY Holdings, may each be deemed to beneficially own the 5,167 shares of Common Stock held directly by Lightyear Co-Invest II.

Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by Lightyear Fund II and Lightyear Co-Invest II (together, the Lightyear Holders) to the extent directly or indirectly controlled by it or him, but the filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons (other than the Lightyear Holders to the extent they directly hold shares of Common

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Stock) is the beneficial owner of any securities covered by this statement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The filing of this statement should not be construed to be an admission that any of the Reporting Persons is a member of a group for the purposes of Sections 13(d) and 13(g) of the Act.

(e) On March 1, 2016, the Reporting Persons ceased to beneficially own more than 5% of the Issuers outstanding Common Stock.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.