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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________

FORM 8-K
_________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2017

_________
TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_________
Pennsylvania
 
001-35913
 
20-4929029
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
One Oxford Centre
301 Grant Street, Suite 2700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
(Zip Code)
(412) 304-0304
(Registrant’s telephone number, including area code)
_________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§ 240.12b-2 of this chapter).
    
Emerging growth company
ý

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 13(a) of the Exchange Act.     ý

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)
On August 21, 2017, TriState Capital Holdings, Inc. (the “Company”) issued a press release which announced that David J. Demas, CPA, has joined the company as executive vice president of finance and, upon the completion of a four-month transition period, will on January 1, 2018, succeed Mark L. Sullivan as chief financial officer. Mr. Sullivan will continue serving as vice chairman and a director of the company after transitioning out of his role as chief financial officer. A copy of the press release is included as Exhibit 99 to this report, which is incorporated into this report by reference.

(c)
The disclosure made in Item (b) above is incorporated herein by reference.

Mr. Demas has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Demas has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Demas was not chosen to succeed Mr. Sullivan as the Company’s chief financial officer pursuant to any arrangement or understanding with any other person.

Item 9.01.    Financial Statements and Exhibits.
Exhibit No.
Description
99
Press release dated August 21, 2017, filed herewith, for item 5.02.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


TRISTATE CAPITAL HOLDINGS, INC.
 
 
By
/s/ James F. Getz
 
James F. Getz
 
Chairman, President and Chief Executive Officer
 
 

Date: August 24, 2017


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EXHIBIT INDEX


Exhibit No.
Description
99
Press release dated August 21, 2017, filed herewith, for item 5.02.


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Section 2: EX-99 (EXHIBIT 99)

Exhibit
EXHIBIT 99



FOR IMMEDIATE RELEASE
                                


TRISTATE CAPITAL ANNOUNCES APPOINTMENT OF DAVID DEMAS AS EVP OF FINANCE
AND CFO TRANSITION PLAN

Mark Sullivan will continue serving as vice chairman and a director when he is succeeded by Demas as chief financial officer on January 1, following completion of a four-month transition process

PITTSBURGH, August 21, 2017 - TriState Capital Holdings, Inc. (NASDAQ: TSC) announced that David J. Demas has joined the company as executive vice president of finance and, upon the completion of a four-month transition period, will succeed Mark L. Sullivan as chief financial officer on January 1, 2018. Sullivan will continue serving as vice chairman and a director of the company after transitioning out of the CFO role.

“Since Mark co-founded TriState Capital as its first CFO more than 10 years ago, he’s been instrumental in designing the financial structure for this company, building a world-class finance team, and laying the foundation for our success,” Chairman and Chief Executive Officer James F. Getz said. “Mark’s commitment to TriState Capital, our employees, customers and his fellow shareholders is unparalleled, and we are grateful for the positive impact he has made on our company. He will remain actively engaged during and after the CFO transition as vice chairman and a member of our board, and we are fortunate to continue benefiting from Mark’s expertise and counsel.”

Prior to co-founding TriState Capital in 2007, Sullivan had a distinguished 36-year career in public accounting, including serving as a partner with Price Waterhouse and Ernst & Young, LLP.

“We’ve always sought to attract exceptional professionals at the top of their games to our entrepreneurial company, and we believe David is an outstanding addition to our senior management and finance teams,” Sullivan said. “I look forward to working closely with David to ensure a smooth and successful transition of the CFO role to him.”

Demas, 51, joins TriState Capital from Deloitte & Touche, LLP’s San Francisco office, where he was a senior partner in the financial services practice. Demas brings more than 25 years of deep financial services industry and leadership experience serving Deloitte’s largest, most prominent and complex banking, securities, asset management and finance technology clients. Demas led Deloitte’s West Coast securities practice, working with a number of firms that are currently among the more than 150 members of TriState Capital’s national referral network of financial intermediaries.

Demas is a Western Pennsylvania native and an active member of the community. He currently serves on the board of the Habitat for Humanity Foundation and is a past member of the University of Pittsburgh Business School Accounting

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EXHIBIT 99


Advisory Board and the Pittsburgh Chapter of the Juvenile Diabetes Research Foundation, where he also served as vice president of Finance. Demas earned his B.S. in Business Administration from Duquesne University. He will be based at TriState Capital’s Pittsburgh headquarters.

“We’re very excited to welcome David, a leader whose relationships and deep understanding of the banking, securities and asset management industries will be truly beneficial as our TriState Capital Bank and Chartwell Investment Partners businesses continue to grow and flourish,” Getz added. “We could not be more pleased to have someone with his experience and credentials sharing our confidence in TriState Capital’s growth strategy and exceptional potential.”

ABOUT TRISTATE CAPITAL
TriState Capital Holdings, Inc. (NASDAQ: TSC) is a bank holding company headquartered in Pittsburgh, Pa., providing commercial banking, private banking and investment management services to middle-market companies, institutional clients and high-net-worth individuals. Its TriState Capital Bank subsidiary had $4.2 billion in assets, as of June 30, 2017, and serves middle-market commercial customers through regional representative offices in Pittsburgh, Philadelphia, Cleveland, Edison, N.J., and New York City, as well as high-net-worth individuals nationwide through its national referral network of financial intermediaries. Its Chartwell Investment Partners subsidiary had $8.0 billion in assets under management, as of June 30, 2017, and serves as the advisor to The Berwyn Funds and Chartwell Mutual Funds. For more information, please visit http://investors.tristatecapitalbank.com.

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MEDIA CONTACT
Jack Horner
HornerCom
267-932-8760, ext. 302
412-600-2295 (mobile)
jack@hornercom.com

INVESTOR CONTACTS
Jeff Schoenborn and Kate Croft
Casteel Schoenborn
888-609-8351
TSC@csirfirm.com


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