FIRST NATIONAL BANK OF THE GULF COAST 5,412,523 Shares of Common Stock, $5.00 per share First National Bank of the Gulf Coast, a national banking association (the “Company”), is offering up to 5,412,523 shares of our common stock, par value $5.00 per share (the “Common Stock”), at a price of $5.00 per share, to certain of our existing shareholders, in a limited rights offering (the “Rights Offering”, and each right to purchase Common Stock a “Right”). These shares will be offered to certain of our shareholders of record as of 5:00 p.m., Eastern Time, on July 12, 2011 (the “Record Date,” and each eligible holder of our Common Stock as of the Record Date, an “Eligible Shareholder”). Eligible Shareholders have the right to purchase one share of Common Stock for each share of Common Stock owned (the “Basic Subscription Rights”). See “The Offering”, beginning on page 20 of this prospectus. This offering of rights to subscribe is not made pursuant to any mandatory provisions for same in the Company’s Articles of Association. Shareholders do not have preemptive rights. See “Description of Securities.” Such rights to subscribe shall be irrevocable, fully transferable and shall be evidenced by transferable subscription warrants (the “Subscription Warrants”). The rights offering will be made on an “any and all” basis, no minimum required. Eligible Shareholders are entitled to subscribe for all, or any portion, of the shares of Common Stock underlying their Basic Subscription Rights. Eligible Shareholders may also transfer their Rights to any other Eligible Shareholders or non-shareholders at their discretion. All subscriptions are subject to acceptance by the Company, in its sole discretion. The Rights Offering will expire at 5:00 p.m., Eastern Time, on November 15, 2011, 60 days from the date of this prospectus (the “Rights Deadline”), but we may extend the offering, at the sole discretion of the board of directors, for up to an additional 30 days. Our Common Stock is not traded on any national securities exchange or quoted on any over-the-counter market. There will be no established market for our shares following this offering. The shares of Common Stock are not deposits and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency. The Company does not anticipate that any significant market will develop for the Subscription Warrants, but does expect some of its shareholders to attempt to acquire additional Subscription Warrants or to sell Subscription Warrants held by them. Investing in these securities involves risks. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of factors that you should consider before purchasing these securities. Neither the Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Price to Eligible Shareholders ................................... $ 5.00 $ 27,062,615 Underwriting Discounts and Commissions .............. $ 0 $ 0 Maximum Proceeds to the Company (before expenses) ................................................................... $ 5.00 $ 27,062,615 You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell shares of common stock in any jurisdiction where the offer or sale is not permitted. You should assume that information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. It is important for you to read and consider all of the information contained in this prospectus before making your investment decision to purchase shares of our Common Stock in this offering. See “Where You Can Find More Information” in this prospectus for instructions on how you can access additional information. We expect to deliver the shares of Common Stock to purchasers on or about November 15, 2011. The date of this prospectus is September 16, 2011. ii TABLE OF CONTENTS Summary ..........................................................................................................................................1 Risk Factors .....................................................................................................................................4 The Offering...................................................................................................................................21 Use of Proceeds..............................................................................................................................26 Capitalization .................................................................................................................................27 Market Price of Dividends on Common Stock ..............................................................................27 Business .........................................................................................................................................28 Supervision and Regulation ...........................................................................................................41 Selected Financial Data..................................................................................................................61 Management’s Discussion and Analysis of Financial Condition and Results of Operations ........63 Management ...................................................................................................................................89 Executive Compensation .............................................................................................................102 Transactions with Related Persons, Promoters and Certain Control Persons .............................105 Description of Securities ..............................................................................................................107 Security Ownership of Certain Beneficial Owners and Management .........................................108 Shares Eligible for Future Sale ....................................................................................................110 Legal Matters ...............................................................................................................................110 Experts .........................................................................................................................................110 Federal Income Tax Consequences .............................................................................................110 Where You Can Find More Information .....................................................................................110 Index to Consolidated Financial Statements ................................................................................112 You should rely only on the information contained in this document. We have not authorized anyone to give any information that is different. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the cover, but the information may change in the future. 5,412,523 Shares Common Stock PROSPECTUS September 16, 2011 SUMMARY This summary highlights selected information contained elsewhere in this prospectus. It does not contain all of the information you should consider before investing in our Common Stock. To fully understand this offering, you should read the entire prospectus carefully, including the risk factors included elsewhere in this prospectus. In this prospectus, the terms “we,” “us” and “our” refer to First National Bank of the Gulf Coast, unless we state otherwise or the context indicates otherwise. The Bank First National Bank of the Gulf Coast (the “Company”) is a national bank headquartered in Naples, Collier County, Florida. We are a full service traditional community bank offering retail banking, and personal and commercial banking services to individuals, families and businesses in Collier County, Lee County, and Charlotte County, Florida. On April 23, 2009, Panther Community Bank, N.A. (“Panther”) and First National Bank of the Gulf Coast (in organization) (“FNB”) entered into an agreement and plan of merger, which agreement was amended on June 23, 2009. Pursuant to such merger agreement, on October 23, 2009, FNB merged with and into Panther, with Panther as the surviving bank. In connection with the merger, the name of Panther changed to First National Bank of the Gulf Coast. We continue to be a national bank. Our principal executive office is located at 3560 Kraft Road, Naples, Florida 34105 and our telephone number is (239) 348-8000. The Offering Common Stock Offered ............................................. 5,412,523 shares Common Stock to be Outstanding After the Offering 18,812,777 shares Price ..........................................................................