Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

NewStar Financial, Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

65251F105

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(CUSIP Number)

Capital Z Partners, Ltd.

142 West 57th Street

New York, New York 10019

 (212) 965-0800

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

October 21, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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, as amended (“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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CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

CUSIP No. 65251F105

Amendment to Schedule 13D

 

ITEM 1.

SECURITY AND ISSUER

 

This Amendment No. 2 (the “Amendment”) amends the Schedule 13D, filed on December 7, 2007, as amended by Amendment No. 1 filed on January 18, 2008 (as amended from time to time, the “Amended Schedule 13D”), and relates to shares of common stock, $0.01 par value per share (“Common Stock”), of NewStar Financial, Inc., a Delaware corporation (the “Issuer”).  The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Amended Schedule 13D.

 

ITEM 2.

IDENTITY AND BACKGROUND

 

This Schedule 13D is being filed jointly by the following persons (the “Reporting Persons”):

 

(1)

Capital Z Financial Services Fund II, L.P. (“Fund II”);

(2)

Capital Z Financial Services Private Fund II, L.P. (“Private Fund II”);

(3)

Capital Z Partners, L.P. (“Capital Z GP LP”);

(4)

Capital Z Partners, Ltd. (“Capital Z GP LTD”);

(5)

Capital Z Partners Management, LLC (“CZPM”);

(6)

Capital Z Partners III, L.P. (formerly known as Union Square Partners, L.P.) (“Capital Z III Fund”);

(7)

Capital Z Partners III GP, L.P. (formerly known as Union Square Partners GP, L.P.) (“Capital Z III GP LP);

(8)

Capital Z Partners III GP, Ltd. (formerly known as Union Square Partners GP, Ltd.) (“Capital Z III GP LTD”); and

(9)

Bradley E. Cooper (“Mr. Cooper”).

Capital Z Management, LLC, which previously reported beneficial ownership on the Amended Schedule 13D, no longer has the beneficial ownership reported in this Amendment and has ceased to be a reporting person.

Mr. Cooper’s principal occupation is being a partner of Capital Z Partners Management, LLC.  Mr. Cooper, has a business address of c/o Capital Z Partners Management, 142 West 57^th Street, 3^rd Floor, New York, NY 10019 and is a citizen of the United States.

Mr. Cooper has not, during the last five years:  (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which Mr. Cooper was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 4.

PURPOSE OF THE TRANSACTION

 

On October 21, 2016, the Issuer, Fund II and Private Fund II entered into a repurchase agreement pursuant to which the Issuer agreed to acquire 1,989,402 shares of Common Stock from Fund II and 10,598 shares of Common Stock from Private Fund II (such transactions, the “Sales”).  The Sales are scheduled to close on or before October 28, 2016.  Beneficial ownership reported in this Amended Schedule 13D reflects the consummation of the Sales.

 

The Reporting Persons have acquired beneficial ownership of the shares of Common Stock as described in this Amended Schedule 13D for investment purposes.  Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Amended Schedule 13D.  Without limiting the foregoing, the Reporting Persons may, from time to time dispose, or cause affiliates to dispose, of some or all of the Common Stock pursuant to Rule 144, a dividend or distribution to the Reporting Persons’ stockholders or otherwise or continue to hold, or cause affiliates to hold, Common Stock (or any combination or derivative thereof).