As filed with the Securities and Exchange Commission on December 17, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Triumph Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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20-0477066
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
(214) 365-6900
(Address of principal executive offices) (Zip Code)
Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan, as amended
(Full title of the Plan)
Aaron P. Graft
President and Chief Executive Officer
12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
(Name
and address of agent for service)
(214) 365-6900
(Telephone number, including area code, of agent for service)
Copies to:
Mark
F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, New York 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price per
share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share, to be issued under
the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan, as amended
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450,000
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$124.26
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$55,917,000
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$5,184
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933 (the Securities Act), this registration
statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the
registration fee. The price of $124.26 represents the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on December 14, 2021.
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