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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
PBRA, LLC
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
(Street)
NEW YORK NY 10165
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2018 		3. Issuer Name and Ticker or Trading Symbol
Origin Bancorp, Inc. [ OBNK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $5.00 per share 1,803,285 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock, no par value (4) (5) Common Stock 901,644 (2)(3) I See Footnote(1)
1. Name and Address of Reporting Person*
PBRA, LLC
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
(Street)
NEW YORK NY 10165
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PINE BROOK CAPITAL PARTNERS LP
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
(Street)
NEW YORK NY 10165
(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWMAN HOWARD H
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
(Street)
NEW YORK NY 10165
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook Road Associates, L.P.
(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
(Street)
NEW YORK NY 10165
(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed on behalf of Pine Brook Capital Partners, L.P., a Delaware limited partnership, Pine Brook Road Associates, L.P., a Delaware limited partnership and the general partner of Pine Brook Capital Partners, L.P., PBRA, LLC, a Delaware single-member limited liability company that controls Pine Brook Road Associates, L.P. in its capacity as general partner, and Howard Newman, the sole member of PBRA, LLC. Mr. Newman has investment and voting control over the shares held or controlled by the Pine Brook Funds (as defined below).
2. Reflects 1,446,821 shares of Common Stock held by Pine Brook Capital Partners, L.P., 255,421 shares of Common Stock held by Pine Brook Capital Partners (SSP Offshore) II, L.P and 101,043 shares of Common Stock held by Pine Brook Capital Partners (Cayman), L.P. (collectively, the "Pine Brook Funds"). Pine Brook Road Associates, L.P. is the general partner of each of the Pine Brook Funds.
3. Howard Newman, PBRA, LLC, Pine Brook Road Associates, L.P. and Pine Brook Capital Partners, L.P. each disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose.
4. The Series D Preferred Stock is convertible, on a one-for-one basis, into shares of common stock at the discretion of the Pine Brook Funds or the issuer, to the extent that the holder of the Series D Preferred Stock would not, with its affiliates, own more than 9.99% of the issuer's outstanding common stock, or any class of voting securities, following such conversion.
5. The Series D Preferred Stock is subject to mandatory conversion upon the transfer of any shares of Series D Preferred Stock to a holder that is not an affiliate of the Pine Brook Funds.
Remarks:
By: PBRA, LLC; By: /s/ Oliver Goldstein, Executive Vice President 05/08/2018
By: Pine Brook Capital Partners, L.P.; By: Pine Brook Road Associates, L.P., its General Partner; By: PBRA, LLC, its General Partner; By: /s/ Oliver Goldstein, Executive Vice President 05/08/2018
/s/ Howard Newman 05/08/2018
By: Pine Brook Road Associates, L.P.; By: PBRA, LLC, its General Partner; By: /s/ Oliver Goldstein, Executive Vice President 05/08/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24
 

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Annie Sloyer and Oliver Goldstein or any of them, each acting alone, his or her true and lawful attorney-in-fact to:

(1)
execute in the undersigned’s name and on the undersigned’s behalf any Form 3, Form 4 or Form 5, or any amendment thereto, relating to the securities of Origin Bancorp, Inc. (the “Company”), in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form 3, Form 4 or Form 5, or any amendment thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or other authority; and

(3)
take any other action of any type whatsoever in connection with the foregoing which, 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 each 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 such the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact 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 each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by Origin Bancorp, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May, 2018.

 
By:     
/s/ Howard N. Newman
  
   
Howard N. Newman