USCB Financial Holdings Inc.

09/04/2025 | Press release | Distributed by Public on 09/04/2025 16:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Feinglass Howard
2. Issuer Name and Ticker or Trading Symbol
USCB FINANCIAL HOLDINGS, INC. [USCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 SALZEDO STREET, SUITE 1514
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
(Street)
CORAL GABLES, FL 33134
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Voting Common Stock 09/02/2025 J(1) 500,000 D $ 0 4,018,309 I By Priam Capital Fund II, LP(2)
Class A Voting Common Stock 6,314 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Class A Voting Common Stock $7.5 03/01/2016 (3) Class A Common Stock 7,500 7,500 D(3)
Option to Purchase Class A Voting Common Stock $11.35 09/23/2019 (3) Class A Common Stock 4,000 4,000 D(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Feinglass Howard
2000 SALZEDO STREET, SUITE 1514
CORAL GABLES, FL 33134
X X
Priam Capital Fund II, L.P.
2000 SALZEDO STREET, SUITE 1514
CORAL GABLES, FL 33134
X
Priam Capital Associates II LLC
2000 SALZEDO STREET, SUITE 1514
CORAL GABLES, FL 33134
X

Signatures

/s/ Robert Anderson by P.O.A. for Howard P. Feinglass 09/04/2025
**Signature of Reporting Person Date
/s/ Priam Capital Associates II LLC Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC 09/04/2025
**Signature of Reporting Person Date
/s/ Priam Capital Fund II L.P. Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC, the general partner of Priam Capital Fund II, L.P. 09/04/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Priam Captial Fund II, LP distributed these shares to unaffiliated limited partners in Priam Capital Fund II, LP for no consideration.
(2) Priam Capital Fund II, L.P. ("Priam Capital II") directly holds the indicated number of shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16.
(3) The options were previously granted to Mr. Feinglass as a director of the Company. Each option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) ten (10) years after its date of grant or (b) the (3) months after the date Mr. Feinglass ceases to serve as a non-employee of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
USCB Financial Holdings Inc. published this content on September 04, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 04, 2025 at 22:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]