UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 171, ~~2017~~2018

Sunshine Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36539	30-0831760
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

102 West Baker Street, Plant City, Florida	33563
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (813) 752-6193

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Note

~~(e) Accelerated~~This ~~Vesting~~Current ofReport ~~Equity~~on ~~Awards. The~~Form ~~unvested time~~8-~~based~~K ~~restricted~~is ~~stock~~being ~~awards~~filed ~~("Restricted~~in ~~Stock~~connection ~~Awards")~~with ~~and~~ the ~~unvested~~closing ~~stock~~of ~~option awards (~~the ~~"Stock~~merger ~~Option Awards") granted to Andrew S. Samuel, President and Chief Executive Officer~~ of Sunshine Bancorp, Inc., ~~(the~~a ~~"Company")~~Maryland ~~and~~corporation ~~Chief Executive Officer of~~ ("Sunshine ~~Bank~~Bancorp"), with and ~~Janak~~into M.CenterState ~~Amin~~Bank Corporation, ~~Co-President~~a ofFlorida ~~Sunshine~~corporation ~~Bank~~ (~~the~~ "~~Named Executive Officers~~CenterState"), ~~pursuant~~with toCenterState as the ~~Sunshine~~surviving ~~Bancorp~~entity, ~~Inc.~~effective ~~2015~~as ~~Equity~~of ~~Incentive~~12:01 ~~Plan,~~a.m. ~~which~~on ~~would~~January ~~otherwise~~1, ~~vest~~2018 ~~automatically upon~~ (the ~~consummation~~"Effective ofTime") ~~the~~pursuant ~~merger~~to of the ~~Company~~Agreement ~~with~~ and ~~into~~Plan ~~CenterState~~of ~~Bank Corporation~~Merger, ~~vested~~dated as of ~~the~~August ~~close of business on November 17~~12, 2017~~. Such~~ ~~action to vest the awards was taken by the Compensation Committee of the Company~~ (the "~~Compensation~~Merger ~~Committee~~Agreement"), ~~following~~by ~~the~~and ~~Special~~between ~~Meeting~~CenterState and ofSunshine ~~Stockholders of the Company that was held on November 17, 2017~~Bancorp.

InItem ~~consultation~~2.01 Completion ~~with CenterState Bank Corporation, the Compensation Committee accelerated the vesting date~~ of ~~the~~Acquisition ~~awards for the purpose of mitigating adverse tax consequences (in the form of excise taxes and/~~or ~~tax~~Disposition ~~gross-up payments) that may arise under Sections 280G and 4999~~ of ~~the Internal Revenue Code~~Assets.

~~The~~On ~~number~~January of1, ~~Restricted~~2018, ~~Stock~~pursuant ~~Awards~~to ~~and~~the ~~Stock~~Merger ~~Option~~Agreement, ~~Awards~~Sunshine ~~that~~Bancorp ~~became~~was ~~vested~~merged into CenterState, with CenterState as ofthe surviving entity (the ~~close~~"Merger"). ofImmediately ~~business~~following onthe ~~November~~Merger, 17Sunshine Bank, ~~2017~~a ~~for~~federally ~~each~~chartered ~~Named~~savings ~~Executive~~bank ~~Officer~~that ~~are~~was ~~set~~wholly ~~forth~~owned ~~below~~by Sunshine Bancorp, was merged into CenterState Bank, N.A. ("CenterState Bank"), a national banking association wholly owned by CenterState, with CenterState Bank as the surviving entity.

Named Executive Officer	# of Restricted Stock Awards	# of Stock Option Awards
Andrew S. Samuel	16,928	70,320
Janak M. Amin	4,200	16,200

Under the terms of the Merger Agreement, Sunshine Bancorp stockholders were entitled to receive 0.89 shares of CenterState common stock for each outstanding share of Sunshine Bancorp common stock they owned. No fractional shares of CenterState common stock were issued in the Merger and any fractional share of CenterState common stock will be paid at the rate of $25.94 per share.

~~Item~~At 5the Effective Time, each Sunshine Bancorp stock option that is outstanding will become fully vested and represent the right to purchase shares of CenterState common stock equal to the number of shares subject to such Sunshine Bancorp stock option multiplied by 0.~~07 Submission~~89 (rounded to the nearest whole share), and at an exercise price equal to the exercise price per share of ~~Matters~~the Sunshine Bancorp stock option divided by 0.89 (rounded to athe ~~Vote~~nearest cent). Additionally, at the Effective Time, each outstanding restricted stock award vested in full and such shares were converted into the right to receive shares of ~~Security~~CenterState ~~Holders~~common stock pursuant to the 0.89 exchange ratio.

AThe ~~Special~~foregoing ~~Meeting~~description of ~~Stockholders of~~ the ~~Company~~Merger ~~was~~and ~~held~~the onMerger ~~November~~Agreement ~~17,~~does ~~2017. The~~not ~~matters~~purport ~~listed~~to ~~below~~be ~~were~~complete ~~submitted~~and tois aqualified ~~vote~~in ofits ~~the~~entirety ~~stockholders~~by ~~and~~reference to the ~~proposals~~Merger ~~are~~Agreement, ~~described~~which inwas ~~detail~~filed inas ~~the~~Exhibit ~~proxy~~2.1 ~~statement/prospectus~~to ~~filed~~Sunshine ~~with~~Bancorp's ~~the~~Current ~~Securities~~Report ~~and~~on ~~Exchange~~Form ~~Commission~~8-K filed on ~~October~~August 1715, 2017~~. The~~ ~~final~~and ~~results~~is ofincorporated ~~the~~herein ~~stockholder~~by ~~votes are as follows:~~reference.

~~Proposal~~Item 13.01 –Notice ~~Approval~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~and~~to ~~Merger~~Satisfy ~~with~~a ~~CenterState~~Continued ~~Bank~~Listing ~~Corporation~~Rule or Standard; Transfer of Listing.

~~The~~As ~~stockholders~~a ~~approved~~result ~~and~~of ~~adopted~~ the ~~Agreement~~Merger, ~~and~~Sunshine ~~Plan~~Bancorp no longer fulfills the listing requirements of ~~Merger~~the byNASDAQ ~~and~~Stock ~~between~~Market ~~CenterState~~("NASDAQ"). On ~~Bank~~December ~~Corporation~~29, 2017, Sunshine Bancorp notified NASDAQ that trading in Sunshine Bancorp common stock should be suspended and the listing of Sunshine Bancorp, ~~Inc.~~common stock should be removed, ~~dated~~in aseach case prior to the opening of ~~August~~the ~~12,~~market ~~2017~~on January 2, ~~pursuant~~2018. NASDAQ tohas ~~which~~filed a notification of removal from listing of Sunshine Bancorp, ~~Inc.~~common ~~will~~stock ~~merge~~on Form 25 with the Securities and ~~into~~Exchange Commission. CenterState, ~~Bank~~as ~~Corporation~~successor to Sunshine Bancorp, intends to file a Form 15 with ~~CenterState~~respect ~~Bank~~to ~~Corporation~~the asSunshine Bancorp common stock requesting the ~~surviving~~deregistration ~~company,~~of asthe ~~follows:~~Sunshine Bancorp common stock under Section 12 of the Securities Exchange Act of 1934 and the suspension of Sunshine Bancorp's reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

For	5,422,530
Against	269,781
Abstain	5,536
Broker non-votes	N/A

~~Proposal~~Item 23.03 –Material ~~Approval~~Modification ofto ~~Adjournment~~the Rights of ~~Special~~Security ~~Meeting~~Holders.

The ~~proposal~~information toset ~~adjourn~~forth ~~the~~under ~~special~~Items ~~meeting,~~2.01 ~~if necessary, to solicit additional proxies if there were not sufficient votes present at the special meeting in person or by proxy to approve~~ and ~~adopt~~3.01 ~~the Agreement and Plan~~ of ~~Merger~~this ~~and~~Current ~~the~~Report ~~merger, was not considered by stockholders based~~ on ~~the~~Form ~~approval~~8-K ofis ~~Proposal~~incorporated 1by atreference ~~the~~into ~~special~~this ~~meeting~~Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, Sunshine Bancorp's directors and executive officers ceased serving in such capacities.

Item 9.01. Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired. Not applicable

(b) Pro Forma Financial Information. Not Applicable

(d) Exhibits:

	Exhibit No.		Description
	2.1*		Agreement and Plan of Merger by and between CenterState Bank Corporation and Sunshine Bancorp, Inc., dated August 12, 2017

*	Incorporated by reference to Exhibit 2.1 to Registrant's Form 8-K filed on August 15, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SUNSHINE BANCORP, INC.
	CENTERSTATE BANK CORPORATION, as successor by merger to Sunshine Bancorp, Inc.
DATE: November 17, 2017	By: /s/ John D. Finley
DATE: January 2, 2018	By:/s/ John C. Corbett
	John D. Finley, Executive Vice President and
	John C. Corbett
	Chief Financial Officer
	President and Chief Executive Officer

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