BYLINE BANCORP, INC. (Form: S-8, Received: 06/07/2023 17:03:47)

As filed with the Securities and Exchange Commission on June 7, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Byline Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware		36-3012593
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

180 North LaSalle Street, Suite 300 Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan

Byline Bancorp, Inc. Employee Stock Purchase Plan

(Full Title of Plans)

Alberto J. Paracchini

President

Byline Bancorp, Inc.

180 North LaSalle Street, Suite 300

Chicago, Illinois 60601

(773) 244-7000

(Name, address, and telephone number, including area code, of agent for service)

With copies to:

Daniel C. McKay, II

Jennifer Durham King

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

(312) 609-7500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☐	Accelerated filer	☒

Non-accelerated filer ☐	Smaller reporting company	☐

	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

At the June 6, 2023 Annual Meeting of Stockholders of Byline Bancorp, Inc. (the “Company”), stockholders approved an amendment to the Company’s 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) that increased the number of shares of the Company’s common stock available for issuance under the 2017 Omnibus Plan by 1,050,000 shares. At the June 7, 2022 Annual Meeting of Stockholders of the Company, stockholders approved an amendment to the Company’s Employee Stock Purchase Plan (the “ESPP”) that increased the number of shares of the Company’s common stock available for issuance under the plan by 200,000 shares. In connection therewith, this Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register:

an additional 1,050,000 shares of common stock of the Company issuable pursuant to the 2017 Omnibus Plan; and

an additional 200,000 shares of common stock of the Company issuable pursuant to the ESPP;

all of which are securities of the same class for which a Registration Statement on Form S-8 is effective. Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 3, 2017 (File No. 333-219143), are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The information required by Part II is omitted, except as modified or supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

The following documents that the Company has filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference into this Registration Statement:

Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 7, 2023;

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the Commission on May 5, 2023;

Current Reports on Form 8-K and amendments thereto filed with the Commission on April 11, 2023, April 17, 2023, April 17, 2023, May 26, 2023, and June 6, 2023 (other than information furnished under Item 7.01 thereof); and

The description of the Company’s common stock contained in Exhibit 4.2 to the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 7, 2023, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information deemed furnished and not filed in any report or filing under applicable Exchange Act rules, unless otherwise indicated therein), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is, or is deemed to be incorporated, by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending

or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe such person’s conduct was unlawful, except that with respect to an action or suit brought by or in the right of the corporation such indemnification is limited to expenses (including attorneys’ fees) in connection with the defense or settlement of such action or suit. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s amended and restated bylaws provide for indemnification by the Company of its directors, officers, employees and agents to the fullest extent permitted by the DGCL, subject to limited exceptions.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for such limitation of liability.

The Company maintains insurance policies under which coverage is provided (a) to its directors and officers, in their respective capacities as such, against loss arising from a claim made for any actual or alleged wrongful act, and (b) to itself with respect to payments which the Company may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Item 8. Exhibits


Exhibit No.		Description

4.1		Amended and Restated Certificate of Incorporation of Byline Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017)

4.2		Amended and Restated Bylaws of Byline Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017)

5.1		Opinion of Vedder Price P.C.*

23.1		Consent of Moss Adams LLP*

23.2		Consent of Vedder Price P.C. (included in Exhibit 5.1)

99.1		Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8, as amended (File No. 333-219143) filed on July 3, 2017)

99.2		Byline Bancorp, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8, as amended (File No. 333-219143) filed on July 3, 2017)

99.3		First Amendment to Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan*

107		Filing Fee Table*


*	Filed herewith.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, State of Illinois, on June 7, 2023.



Byline Bancorp, Inc.

By:		/s/ Roberto R. Herencia
		Roberto R. Herencia
		Chief Executive Officer

POWERS OF ATTORNEY

The undersigned officers and directors do hereby constitute and appoint Roberto R. Herencia and Thomas J. Bell III, and any of them, with full power of substitution and re-substitution, as our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Company to comply with the Securities Act and any rules, regulations and requirements of the Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, any of us, in the capacities indicated below, any and all amendments hereto (including post-effective amendments); and we do hereby ratify and confirm all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:



Name	Title	Date

/s/ Roberto R. Herencia	Executive Chairman and Chief Executive Officer	June 7, 2023
Roberto R. Herencia	(Principal Executive Officer)

/s/ Thomas J. Bell III	Executive Vice President, Chief Financial Officer and Treasurer	June 7, 2023
Thomas J. Bell III	(Principal Financial Officer)

/s/ Maria Sherylle A. Olano	Senior Vice President and Chief Accounting Officer	June 7, 2023
Maria Sherylle A. Olano	(Principal Accounting Officer)

/s/ Alberto J. Paracchini	President and Director	June 7, 2023
Alberto J. Paracchini

/s/ Phillip R. Cabrera	Director	June 7, 2023
Phillip R. Cabrera

/s/ William G. Kistner	Director	June 7, 2023
William G. Kistner

/s/ Antonio del Valle Perochena	Director	June 7, 2023
Antonio del Valle Perochena

/s/ Margarita Hugues Vélez	Director	June 7, 2023
Margarita Hugues Vélez

/s/ Mary Jo S. Herseth	Director	June 7, 2023
Mary Jo S. Herseth

/s/ Steven P. Kent	Director	June 7, 2023
Steven P. Kent

Exhibit 5.1

June 7, 2023

Byline Bancorp, Inc.
180 North LaSalle Street, Suite 300
Chicago, Illinois 60601

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as special counsel to Byline Bancorp, Inc. (the “Company”) in connection with the filing by the Company with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of up to an aggregate 1,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), consisting of 1,050,000 Shares that may be offered from time to time under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) and 200,000 Shares that may be offered from time to time under the Byline Bancorp, Inc. Employee Stock Purchase Plan (the “ESPP,” and together with the 2017 Omnibus Plan, the “Plans”).

In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Plans and such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion. We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the genuineness of all signatures. We have also assumed that the Shares will remain reserved for issuance under the Plans until actually issued thereunder.

Based on the foregoing, it is our opinion that the Shares, when issued by the Company in accordance with the Plans, will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based on the facts in existence and the laws in effect on the date hereof and is limited to the Federal securities laws and the General Corporation Law of the State of Delaware currently in effect. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

We hereby consent to the use of this opinion in connection with the Registration Statement and to references to our firm therein. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/Vedder Price P.C.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Byline Bancorp, Inc., of our report dated March 6, 2023, relating to the consolidated financial statements of Byline Bancorp, Inc. (the “Company”) and the effectiveness of internal control over financial reporting of the Company,(which report expresses an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting and includes an explanatory paragraph relating to a change in the method of accounting for credit losses), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Moss Adams LLP

Portland, Oregon

June 7, 2023

Exhibit 99.3

FIRST AMENDMENT TO

2017 OMNIBUS INCENTIVE COMPENSATION PLAN

WHEREAS, Byline Bancorp, Inc., a Delaware corporation, (the “Company”) established an incentive compensation plan known as the 2017 Omnibus Incentive Compensation Plan (the “Plan”) effective June 14, 2017; and

WHEREAS, effective upon stockholder approval on June 6, 2023 (the “Amendment Effective Date”), the Company wishes to increase the number of shares available for grant to participants under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows as of the Amendment Effective Date:

1. Section 1.6.1 of the Plan is hereby amended to read as follows:

1.6.1 Common Stock Subject to the Plan. Subject to the other provisions of this Section 1.6, the total number of Shares that may be granted under the Plan will be 2,600,000 (the “Share Limit”). Shares of Common Stock subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transaction) will not count against the number of shares that may be granted under the Plan. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the maximum number of shares available for grant under the Plan, subject to applicable stock exchange requirements. With respect to Awards of stock-settled share appreciation rights, the Share Limit will be reduced by the full number of Shares underlying the exercised portion of such Award (rather than only the Shares actually delivered upon exercise).

Byline Bancorp, Inc.

By: /s/ Roberto R. Herencia

Name: Roberto R. Herencia

Title: Chief Executive Officer

Exhibit 107

FORM S-8

Registration Statement Under the Securities Act of 1933

(Form Type)

Byline Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities


Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(4)	Maximum Aggregate Offering Price(4)	Fee Rate	Amount of Registration Fee(4)
Equity	Common Stock	Rule 457(c) Rule 457(h)	1,050,000(2)	$17.74	$18,627,000	$0.0001102	$2,052.70
Equity	Common Stock	Rule 457(c) Rule 457(h)	200,000(3)	$17.74	$3,548,000	$0.0001102	$390.99
Total Offering Amounts					$22,175,000		$2,443.69
Total Fees Previously Paid							$0.00
Total Fee Offsets							$0.00
Net Fee Due							$2,443.69

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (“Common Stock”), of the registrant which become issuable under the Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) and the Byline Bancorp, Inc. Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction as a result of antidilution provisions contained therein.

(2)

Represents shares of Common Stock reserved for issuance and issuable under the 2017 Omnibus Plan.

(3)

Represents shares of Common Stock reserved for issuance and issuable under the ESPP.

(4)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, on the basis of the average of the high and low trading prices ($17.99 and $17.49, respectively) of the Common Stock on May 31, 2023, as reported on the New York Stock Exchange.