Amended Statement of Ownership (sc 13g/a)
05 Februar 2018 - 7:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Stonegate Mortgage Corporation
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[x] 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).
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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Second Curve Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Thomas K. Brown
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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I
tem
1.
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(a).
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Name of Issuer:
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Stonegate
Mortgage Corporation
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(b).
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Address of issuer’s principal executive
offices:
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9190 Priority
Way West Drive, Suite 300
Indianapolis, Indiana 46240
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Item 2.
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(a).
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Name of person filing:
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Second
Curve Capital, LLC
Thomas K. Brown
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(b).
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Address or principal business office or,
if none, residence:
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Second
Curve Capital, LLC
350 5
th
Ave, Suite 4730
New York, New York 10118
United States of America
Thomas K. Brown
c/o Second Curve Capital, LLC
350 5
th
Ave, Suite 4730
New York, New York 10118
United States of America
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(c).
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Citizenship:
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Second
Curve Capital, LLC – Delaware
Thomas K. Brown – United States
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(d).
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Title of class of securities:
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Common
Stock, $0.01 par value
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(e).
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CUSIP No.:
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86181Q300
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I
tem
3.
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If This Statement is filed
pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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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);
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(j)
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[_]
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A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership.
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Second
Curve Capital, LLC – 0
Thomas K. Brown – 0
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(b)
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Percent of class:
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Second
Curve Capital, LLC – 0.0%
Thomas K. Brown – 0.0%
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole power to vote or to direct the vote
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Second
Curve Capital, LLC – 0
Thomas K. Brown – 0
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(ii)
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Shared power to vote or to direct the
vote
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Second
Curve Capital, LLC – 0
Thomas K. Brown – 0
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(iii)
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Sole power to dispose or to direct the
disposition of
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Second
Curve Capital, LLC – 0
Thomas K. Brown – 0
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(iv)
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Shared power to dispose or to direct the
disposition of
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Second
Curve Capital, LLC – 0
Thomas K. Brown – 0
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Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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The securities reported in this Schedule 13G, which are beneficially owned by Second Curve Capital, LLC and Thomas K. Brown, are owned by advisory clients of Second Curve Capital, LLC, none of which owns more than 5% of the class.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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Not applicable
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 2401.14a-11.
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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.
SECOND CURVE CAPITAL, LLC
By: /s/ Thomas K. Brown
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Name: Thomas K. Brown
Title: Managing Member
/s/ Thomas K. Brown*
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Thomas K. Brown
Date: February 5, 2018
* The Reporting Person disclaims beneficial
ownership in the common stock reported herein except to the extent of his pecuniary interest therein.
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies
are to be sent.
Attention. Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G
Amendment dated February 5, 2018, relating to the Common Stock, $0.01 par value, of Stonegate Mortgage Corporation, shall be filed
on behalf of the undersigned.
SECOND CURVE CAPITAL, LLC
By: /s/ Thomas K. Brown
----------------------------------------
Name: Thomas K. Brown
Title: Managing Member
/s/ Thomas K. Brown
--------------------------
Thomas K. Brown
SK
21989 0009 7809802
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