FR Y-6 OMB Number 7100-0297 Approval elq>tres December 31 2015 Page 1or2 Board of Governors of the Federal Reserve System , 0 ./ Annual Report of Holding Companies-FR ff@ Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)). Section 8(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602 , and 611a), Section 211.13(c) of Regulation K (12 C.F.R. § 211 .13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.S(b)) and section 10(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified. This report form is to be filed by all top-tier bank holding compa­ nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organiza!Jon that does not meet the requirements of and 1s not treated as a qualify­ ing foreign banking organization under Section 211 .23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general 1nstruct1ons for more detail of who must file.) The Federal Reserve may not conduct or sponsor. and an organ1zat1on (or a person) is not required to respond to, an information collection unless 1t displays a currently valid OMB control number. Date of Report (top-tier holding company's fiscal year-end)· NOTE. The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an 1nd1v1dual who 1s a senior official and is also a director, the chair­ man of the board must sign the report. Month I Day I Year 1. Gary L. Tice TGR Financial, Inc. Name of the Holding Company Director and Official December 31 , 2013 Reporter's Name, Street, and Mailing Address Legal Tiiie of Holding Company Chairman & CEO 3560 Kraft Road Tiiie of the Holding Company Director and Official (Ma1hng Address of the Holding Company) Street I P 0 Box attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­ pared 1n conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authonty to provide this information to the Federal Reserve. The Reporter also certifies that 11 has the authonty, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume. in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 CF.R. Part 261. that t e Reporter ~ ind1v1dual consent to public release of all deta · in the report co'!.:Jfin~I. gnature of Ho in C~D1rector and Official Na~es FL 34105 City State Zip Code PhyS1cal location (If different from ma1hng address) Person to whom questions about this report should be directed Philip Nemni SVP & Treasurer Name nue 239-325-5657 Area Code I Phone Number I Extension 239-325-5691 Area Code I FAX Number ph1hpnemni@fnbofgc.com E-mail Address Address (URL) for the Holding Company's web page 3/3J/zo1J__ Date of Signature ' For holding companies D.QJ. registered with the SECIndicate status of Annual Report to Shareholders. D 1s included with the FR Y-6 report IX] will be sent under separate cover D is not prepared Does the reporter request confidential treatment for any portion of this subm1ss1on? 0 Yes Please 1dent1fy the report items to which this request applies: O In accordance with the instructions on pages GEN-2 and 3, a letter iustifying the request Is being provided. For Federal Reserve Bank Use Only RSSD ID Cl 'i-3b0) \ 3 O The information for which confidential treatment Is sought is being submitted separately labeled "Confidential." ~ No Pubhc reporting burden for lh1s informallon collecuon Is es1lma1ed to vary from 1.3 10 101 hours per response, with an average of 5.25 hours per response. 1ndud1ng ume 10 ga1her and main1a1n da1a In 1he required form and 10 relliew 1ns1ruct1ons and complete 1he 111forma1J0n colleCIJon. Send commen1s regarding 1h1s burden esuma1e or any o1her aspeCI of lh1s coll&C11on of informallOn. 1ndud1ng suggesuons for reducing this burden 10 Secretary, Board of Governors of lhe Federal Reserve Syslem 20th and C Streets NW W3sh1ng1on. DC 20551 , and 10 the Office of Management and Budge1. Paperwor1< Reduction Pro1eC1 (7100..0297). W3sh1ng1on, DC 20503. 1212012 FORM FR Y-6 Item 2a TGR FINANCIAL, INC. NAPLES, FLORIDA FISCAL YEAR ENDING DECEMBER 31, 2013 TGR Financial, Inc. Naples, Florida I U.S.A. State of Incorporation: Florida 100% First National Bank of the Gulf Coast Naples, Florida Incorporated: USA TGR FINANCIAi., INC. NAPLES. FLORIDA FISCAL YEAR ENDING DECEMBER 3 1, 2013 FORM FRY-6 Item 2b Data Effective Branch Service Aalon Date Type Change Non·branch 10/26/2010 (Hoad Offico) Branch ID_RSSD' Popular Name Street Address Oty State Zip Code Countv Countrv 3560 KRAFT ROAD NAPLES Fl 34105 COLLIER UNITED STATES Full Service 3732290 MARCO BRANCH 690 SALO EAGLE DRIVE MARCO ISIAND Fl 34145 COLLIER UNITED STATES OK Full Service 3977523 ANCHOR ROOE BRANCH 8JJ ANCHOR ROOE DRIVE NAPLES fl 34103 COWER UNITED STATES OK Full Service Full Service Office Number• FIRST NATIONAL BANK OF 3591282 THE GULF COAST OK OK FDIC UNINUM' 4421733 CREEKSIDE BRANCH 4457527 PINE RIDGE BRANCH 1280 CREEKSIDE STREET, UNIT 104 3580 PINE RIDGE ROAD NAPLES NAPIES Fl Fl 34108 34109 COLLIER UNITED STATES COWER UNITED STATES FIRST NATIONAL BANK OF 0 THE GULF COAST 455602 Not Required Not Required 510625 Not Required Not Required Head Office FIRST NATIONAL BANK OF THE GULF COAST FIRST NATIONAL BANK OF 3 THE GULF COAST Head Office ID_RSSD' Comments Adm1n1str.at1ve offices only No depoS1ts 35912B2 accepted. 3591282 3591282 Not Required FIRST NATIONAL BANK OF THE GULF COAST 35912B2 Not Required FIRST NATIONAL BANK OF THE GULF COAST 3591282 FORM FR Y-6 TGR FINANCIAL, INC. NAPLES, FLORIDA FISCAL YEAR ENDING DECEMBER 31, 2013 Item 3 Report Item 3: Securities Holders {l)(a)(b)(c) and 2(a)(b)(c) Current securities holders with ownership, control or holdings of 5% or more Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, control or with power to vote as of fiscal year ending 12-31-2013 holdings of 5% or more with power to vote during the fiscal year ending 12-31-2013 (1)(,) (l)(b) (l)(c) 1211,1 (2)(b) (2)(c) Name, Country of Citzenship Number and Percentage Name, Country of Citizenship Number and Percentage City, State, Country or Incorporation Each Class of Voting City, State, Country or Incorporation Securities John Rodgers, LP. U.S.A 1,326,625 9.26% U.S.A. 1,326,625 9.26% U.S.A. 1,494,943 10.43% U.S.A 1,431,734 9.99% c/o Constitution Capital Partners, LLC Andover, MA, USA Endicott Group New York, NY, USA GMT Capital Group Atlanta, GA, USA Ughtyear Group New York, NY, USA Each Class of Voting Securities N/A FORM FR Y-6 TGR FINANCIAL, INC. NAPLES, FLORIDA FISCAL YEAR ENDING DECEMBER 31, 2013 ltem4 Report Item 4: Insiders (1)(2)(3)(a)(b)(c) and 4(a)(b)(c) "' Name, "' Prmc1pal ~other City, State, O<<Upat1on (ountr; than wrth Bank {3){al (3Jlbl (3)(c) (4)(a) (4)(b) (4)(c) Tl!le & Posrtion Title & Posmon wrth Tiiie & Po,it1on with Percentage of Percentage of List names of other with B<ink Subsidiaries Other Bus.ne<;e; Voting Shares 1n Voting Shares 1n companie> (include; Holding Company (include name of (include names of Bank Holding Subsid1ane> panner>h1ps) if 25% subsid1ories) other busine5'es) Company (1ndudenames Of of subsidiaries) securiti<'" are held Holding Company more of voting ll•<t names of compan1<.sand percentage of votmg secum1es held) Thoma> G. Brewer Retail & Wholesale Edmond, OK, USA Carpet Business Owner Director N/A Founder & Owner 0.55% N/A The Brewer Flooring Group Brewer Carpet & Design Center, Inc. 65% Mega Properties, Inc 7S% Stone Mountain of Oklahoma City, LLC 67.5% ToBor, LLC 75.30% Floors Now, LLC 51 22% Westh1ll Properties, LLC Sl.22% TRS Investments 75% ProSource of Oklahoma City, Inc. 33.33% ProSource of Oklahoma City Properties 33.34% CGT Wholesale Flooring, LLC 33.34% Brewer Carpet One of Sarasota, LLC 51.20% Short's Brewer Carpet One, LLC S6.2S% ToJo, Inc 75% Jokama Wholesale Flooring, LLC 33% B&B Florida floormg, LLC 25.6% Adam D. Compton Head Atlanta, GA, USA GMT Capital Corporation Robert M. Feerick chairman Naples, Fl, USA Horizon Partners, ltd Director Director First National Bank of the Gulf Coa>t Director N/A Board Member 10.43% N/A N/A o.S4% N/A Horizon Partners, Ltd 100% N/A AllCO. Inc of Florida Director: Karl's Event Services Groeb Farms, Inc. Climax Portable Machme Tools, loo Xymox Technologies, Inc. John J. Guinee Managing Partner Andover, MA, USA Constitution Capital Partners, llC Michael J. Kerschner Retired Tiffin, OH, USA Director N/A N/A 9.26% N/A Director Director Committee Member: 0.55% N/A First National Bank of the Gulf Coa>t St. Mary's Church G'1llmor Financial Services, Inc K·S Realty 50% MJK Enterprises, LLC 100% 71% Item 4 Report Item 4: Insiders (1)(2)(3)(a)lb)(c) and 4(a)(b)(c) '" Name, '" City, State occupa11on tf other Country than wrth Bank Pnnc1p•I (3)(•1 (3)1b) (3)(c) (4)(a) (4)(b) (4)(c) Trtle & Position T11le & Pos1t1on wrth Tttle & Pos.t1on with Percentage ol Percent•ge of List names of other with Bank Subsidiafles Other Busme,,es Voting Shares 1n Voting Shares in compan1e5 (1ndudes Holding Company l•nclude name ol [include names of Bank Holding Subs1d1aries partnerships) 11 25% sub>1d1aries) other buS1nesses) Company {include names or more ol voting Holding Company ofsubsid1arie<) securities.,. held !List names of companies and percentage of 'ohng securities held) Bradford B. Kopp Self Employed Consultant Delray Beach, FL, USA Senior Advisor to l1ghtyear Capital, LL( Dianne Gillmor Krumsee Chairman & Owner Powell, OH, USA Gillmor Financial Services JamesS. L'indsay Realtor Director Director N/A 9.99% N/A N/A Chairman, The Old Fort Banking Company 2.23% N/A Gillmor Financial Services 36.55% Self-Emplo';ed 0.77% N/A Dor-J's LLC 26% Sole Proprietor: Edward J Mace Certified Public Accountant 116% N/A Edward J Mace, CPA 100% Board Member: 3.33% N/A First National Bank of the Gulf Coast Director N/A Trustee, The Paul M & Lucy J Gillmor Charitable Foundation Director O'irector First National Bank of the Gulf Coast Naples, FL, USA Edward J_ Mace Ch1efOperat1ng Officer Naples, FL, USA Ribek Corporation Judy R. Miller VP & Co-Owner Fostoria, OH, USA Rappe Holding Company Director Director First National Bank of the Gulf Coast Director N/A Fostoria Focus/Findlay Now 51% Greater Fostoria Community Foundation J.R. Miller Management. Ltd. 100% Ritz Theatre Board J.R. Miller Investments, Ltd. 100% Ohio State Republican Central Committee Hancock County Blanchard Valley Port Authority Robert T. Reichert Chief Adm1n1strat1ve Officer SEVP& SEVP & Windermere, Fl, USA First National Bank of the Gulf Coast Chief Adm1n Chief Admin1strat1ve Officer Officer First National Bank of the Gulf Coast Garrett S Richter President Director & Director & Naples, FL, USA First Nat'1onal Bank of the Gulf Coast President Pres'1dent O.S6% N/A N/A Florida State Senator, District 21 1.09% N/A N/A Director 1.77% N/A First National Bank of the Gulf Coast ProSource of Oklahoma City 33% Gary L. Tice Chief Executive Officer Chairman & Chairman & Naples, FL, USA First National Bank of the Gulf Coast Chief Executive Ch 1ef Executive Officer Federal Re>erve Bank of Atlanta ProSource Properties of Oklahoma City 33% Officer First National Bank of the Gulf Coast The Greater Naples Chamber of Commerce Roy Tice Enterprises 100% Jokama Wholesale Flooring 33% CGT Wholesale Flooring 33% Rob Usdan Principal & Co-Founder New York, NY, USA The Endicott Group Director N/A N/A 9 26% N/A N/A