Atlantic Capital Bancshares, Inc. (Form: SC 13G/A, Received: 02/10/2017 10:53:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No. 1*

ATLANTIC CAPITAL BANCSHARES, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

048269203

(CUSIP Number)

December 31, 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:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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 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).


CUSIP NO. 048269203


1	Name of Reporting Person: BankCap Equity Fund, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 3,023,312 (a)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,023,312 (a)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,023,312 (a)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.0% (b)
12	Type of Reporting Person OO – limited liability company

(a)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

CUSIP NO. 048269203


1	Name of Reporting Person: BankCap Partners GP, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 3,023,312 (a)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,023,312 (a)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,023,312 (a)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.0% (b)
12	Type of Reporting Person PN

(a)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

CUSIP NO. 048269203


1	Name of Reporting Person: BankCap Partners Fund I, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 3,012,331 (a)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,012,331 (a)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,012,331 (a)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.0% (b)
12	Type of Reporting Person PN

(a)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

CUSIP NO. 048269203


1	Name of Reporting Person: BCP Fund I Southeast Holdings, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 3,012,331 (a)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,012,331 (a)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,012,331 (a)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.0% (b)
12	Type of Reporting Person OO – limited liability company

(a)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

CUSIP NO. 048269203


1	Name of Reporting Person: Brian D. Jones
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 17,473 (a)(b)
		6	Shared Voting Power 3,023,312 (c)
		7	Sole Dispositive Power 16,065 (a)
		8	Shared Dispositive Power 3,023,31 2(c)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,040,785 (a)(b)(c)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.1% (d)
12	Type of Reporting Person IN

(a)	Includes fully vested stock options to acquire 11,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	Includes 1,408 shares of restricted Common Stock that vest on May 25, 2017.

(c)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(d)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

CUSIP NO. 048269203


1	Name of Reporting Person: Scott A. Reed
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 3,023,312 (a)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 3,023,31 2(a)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,023,312 (a)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 12.0% (b)
12	Type of Reporting Person IN

(a)	Includes fully vested warrants to acquire 350,000 shares of Common Stock of the Issuer for $10.00 per share.

(b)	The calculation of the percentage is based on 25,093,135 shares of Common Stock of the Issuer outstanding as of December 31, 2016 as reported by the Issuer on its earnings release filed with its Form 8-K dated January 27, 2017.

This Amendment No. 1 amends and restates the Schedule 13G filed on October 25, 2016 in its entirety and is being filed to reflect changes in the Reporting Persons’ beneficial ownership as a result of an in-kind distribution of the listed securities by BankCap Partners Fund I, L.P. to its partners. This Amendment No. 1 is referred to herein as this “Schedule 13G.”


ITEM 1.	Issuer.

	(a)	Name of Issuer: Atlantic Capital Bancshares, Inc.

	(b)	Address of Issuer’s principal executive offices: 3280 Peachtree Road N.E., Suite 1600, Atlanta, Georgia 30305

ITEM 2.	Filing Person.

	(a)	Name of person filing:	BankCap Equity Fund, LLC (“BankCap LLC”)
			BankCap Partners GP, L.P. (“BankCap Partners GP”)
			BankCap Partners Fund I, L.P. (“BankCap Partners Fund”)
			BCP Fund I Southeast Holdings, LLC (“BCP Fund LLC”)
			Brian D. Jones
			Scott A. Reed

	(b)	Address or principal business office or, if none, residence: 5910 N Central Expressway, Suite 1580, Dallas, Texas 75206 for BankCap LLC, BankCap Partners GP, BankCap Partners Fund, BCP Fund LLC, Mr. Jones and Mr. Reed.

	(c)	Citizenship:	BankCap LLC is a Delaware limited liability company.
			BankCap Partners GP is a Delaware limited partnership.
			BankCap Partners Fund is a Delaware limited partnership.
			BCP Fund LLC is a Delaware limited liability company.
			Mr. Jones is a United States citizen.
			Mr. Reed is a United States citizen.

	(d)	Title of class of securities: Common Stock, no par value per share (“Common Stock”)

	(e)	CUSIP No.: 048269203

ITEM 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a :

(a)

[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e)

[ ] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f)

[ ] An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g)

[ ] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h)

[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a–3);

(j)

[ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

[ ] Group, in accordance with §240.13d–1(b)(1)(ii)(K).

ITEM 4.

Ownership :

BCP Fund LLC directly holds 2,662,331 shares of Common Stock and fully vested warrants to purchase 350,000 shares of Common Stock. BankCap Partners GP directly holds 10,981 shares of Common Stock. Mr. Jones directly holds 6,473 shares of Common Stock and fully vested options to purchase 11,000 shares of Common Stock

BankCap Partners Fund is the sole member of BCP Fund LLC. The general partner of BankCap Partners Fund is BankCap Partners GP. The general partner of BankCap Partners GP is BankCap LLC. Brian D. Jones and Scott A. Reed are the managing members of BankCap LLC. BCP Fund LLC, BankCap Partners Fund, BankCap Partners GP, BankCap LLC, Mr. Jones and Mr. Reed may be deemed to beneficially own the shares of Common Stock and warrants directly held by BCP Fund LLC. BankCap Partners GP, BankCap LLC, Mr. Jones and Mr. Reed may be deemed to beneficially own the shares of Common Stock directly held by BankCap Partners GP.

The information required by this item with respect to each of BankCap LLC, BankCap Partners GP, BankCap Partners Fund, BCP Fund LLC, Mr. Jones and Mr. Reed is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.

Item 5.

Ownership of five percent or less of a class.

Not applicable.

Item 6.

Ownership of more than five percent on behalf of another person :

Not applicable.

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 :

Not applicable.

Item 9.

Notice of dissolution of group .

Not applicable.

Item 10.

Certifications .

Not applicable.

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 10, 2017	BCP FUND I SOUTHEAST HOLDINGS, LLC

	By:	BankCap Partners Fund I, L.P., its sole member

	By:	BankCap Partners GP, L.P., its general partner

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP PARTNERS FUND I, L.P.

	By:	BankCap Partners GP, L.P., its general partner

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP PARTNERS GP, L.P.

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP EQUITY FUND, LLC

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BRIAN D. JONES

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	SCOTT A. REED

	/s/	Scott A. Reed

EXHIBIT INDEX


Exhibit No.		Description

1		Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13G, dated February 10, 2017.

2		Power of Attorney for Brian D. Jones, dated February 10, 2017.

EXHIBIT 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


Dated: February 10, 2017	BCP FUND I SOUTHEAST HOLDINGS, LLC

	By:	BankCap Partners Fund I, L.P., its sole member

	By:	BankCap Partners GP, L.P., its general partner

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP PARTNERS FUND I, L.P.

	By:	BankCap Partners GP, L.P., its general partner

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP PARTNERS GP, L.P.

	By:	BankCap Equity Fund, LLC, its general partner

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact

	BANKCAP EQUITY FUND, LLC

	By:	/s/ Scott A. Reed
		Scott A. Reed
		Attorney-in-Fact


				BRIAN D. JONES

				By:		/s/ Scott A. Reed
						Scott A. Reed
						Attorney-in-Fact

				SCOTT A. REED

				/s/ Scott A. Reed

Exhibit 2

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Scott A. Reed the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c) Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form 13F or Form 13H (including amendments thereto) in accordance with Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities, in each case, only to the extent each form or schedule relates to the undersigned’s beneficial ownership, acquisition or disposition of securities of a company required to file reports under the Exchange Act with the SEC (a “Reporting Company”), including, without limitation, Atlantic Capital Bancshares, Inc. (“ACBI”);

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G, Form 13F or Form 13H (including any amendments thereto) and timely deliver to and file the forms or schedules with the SEC, any stock exchange or quotation system, self-regulatory association or any other authority and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;

seek or obtain as the undersigned’s representative, and on the undersigned’s behalf, information regarding transactions in any Reporting Company’s securities (including, without limitation, the securities of ACBI) from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that the foregoing attorney-in-fact does not assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect indefinitely, until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney does not revoke any previously granted Power of Attorney regarding the subject matter.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February, 2017.

/s/ Brian D. Jones

BRIAN D. JONES