Edgar Filing: FIRST BANCORP /PR/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 ^*

Thomas H. Lee Advisors (Alternative) VI, Ltd.

2. Issuer Name and Ticker or Trading Symbol
FIRST BANCORP /PR/ [FBP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INTERTRUST CORP. SVCES (CAYMAN) LTD., 190 ELGIN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2017

(Street)

GEORGETOWN, GRAND CAYMAN, E9 KY1-9005

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
Common Stock	02/07/2017		S⁽²⁾		11,500,000	D	$ 6.36 ⁽⁴⁾	19,993,582	I	See Footnotes ⁽¹⁾ ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Thomas H. Lee Advisors (Alternative) VI, Ltd. C/O INTERTRUST CORP. SVCES (CAYMAN) LTD. 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005
THL FBC Equity Investors, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005
Thomas H. Lee (Alternative) Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005
Thomas H. Lee (Alternative) Parallel Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005

Signatures

THOMAS H. LEE ADVISORS (ALTERNATIVE) VI, LTD. By: /s/ Charles P. Holden, Managing Director		02/09/2017
^**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)	This statement is being filed by Thomas H. Lee Advisors (Alternative) VI, Ltd. ("Advisors"), THL FBC Equity Investors, L.P. ("FBC Fund"), Thomas H. Lee (Alternative) Fund VI, L.P. ("Fund VI"), Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Parallel Fund VI"), Thomas H. Lee (Alternative) Parallel (DT) Fund VI ("DT Fund VI" together with FBC Fund, Fund VI, Parallel Fund VI, and DT Fund VI the "Funds")
(2)	Represents shares of the Issuer sold by the following entities: 145,251 shares sold by FBC Fund; 6,324,248 shares sold by Fund VI; 4,282,443 shares sold by Parallel Fund VI; and 748,058 shares sold by DT Fund VI.
(3)	Advisors is the general partner of THL Advisors (Alternative) VI, L.P., which, in turn, is the general partner of FBC Fund, Fund VI, Parallel Fund VI and DT Fund VI. Due to these relationships, Advisors may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds. Each of Advisors and the Funds disclaims beneficial ownership of the shares listed in the report, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(4)	This amount represents the $6.36 price per share of the Issuer's common stock purchased by the underwriters.
Remarks: Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

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