UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: February 7, 2017

TRINITY CAPITAL CORPORATION

(Exact name of Registrant as specified in its charter)

New Mexico

(State or other jurisdiction of incorporation)

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:

On February 2, 2017, Trinity Capital Corporation (the "Company") filed with the New Mexico Secretary of State the Tenth Articles of Amendment to the Company's Articles of Incorporation (the "Articles of Amendment") to authorize a class of 20,000,000 shares of non-voting common stock.

The non-voting common stock will rank pari passu with our voting common stock with respect to the payment of dividends or distributions.  Accordingly, the holders of record of non-voting common stock will be entitled to receive as, when, and if declared by the Company's Board of Directors, dividends in the same per share amount as paid on the Company's voting common stock, and no dividends will be payable on the Company's voting common stock or any other class or series of capital stock ranking with respect to dividends pari passu with the Company's voting common stock unless a dividend identical to that paid on the Company's voting common stock is payable at the same time on the non-voting common stock in an amount per share of non-voting common stock equal to the product of (i) the per share dividend declared and paid in respect of each share of voting common stock and (ii) the number of shares of voting common stock into which such share of non-voting common stock is then convertible (without regard to any limitations on conversion of the non-voting common stock); provided, however, that if a stock dividend is declared on voting common stock payable solely in voting common stock, the holders of non-voting common stock will be entitled to a stock dividend payable solely in shares of non-voting common stock.  In the event that the Company's Board of Directors does not declare or pay any dividends with respect to shares of voting common stock, then the holders of non-voting common stock will have no right to receive any dividends.  The holders of non-voting common stock will not have any voting rights, except as may otherwise from time to time be required by law.

Holders of the non-voting common stock will be permitted to convert, or upon the written request of the Company will convert, shares of non-voting common stock into shares of the Company's voting common stock at any time or from time to time, provided that upon such conversion the holder, together with all affiliates of the holder, will not own or control in the aggregate more than 9.9% of the Company's voting common stock (or of any class of our voting securities), excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder of voting securities (which, for the avoidance of doubt, does not include non-voting common stock).  In any such conversion, each share of non-voting common stock will convert initially into one share of voting common stock, subject to adjustment as provided in the Articles of Amendment.

Each share of non-voting common stock will automatically convert into one share of voting common stock, without any further action on the part of any holder, subject to adjustment as provided in the terms of the non-voting common stock set forth in the Articles of Amendment, on the date a holder of non-voting common stock transfers any shares of non-voting common stock to a non-affiliate of the holder in a transfer (i) to the Company; (ii) in a widely distributed public offering of voting common stock or non-voting common stock; (iii) that is part of an offering that is not a widely distributed public offering of voting common stock or non-voting common stock but is one in which no one transferee (or group of associated transferees) acquires the rights to receive 2% or more of any class of the voting securities of the Company then outstanding (including pursuant to a related series of transfers); (iv) that is part of a transfer of voting common stock or non-voting common stock to an underwriter for the purpose of conducting a widely distributed public offering; (v) to a transferee that controls more than 50% of the voting securities of the Company without giving effect to such transfer; or (vi) that is part of a transaction approved by the Board of Governors of the Federal Reserve System (the "Federal Reserve").  The converted shares of voting common stock would have the same rights and privileges as the shares of the Company's voting common stock currently issued and outstanding, including the right to cast one vote per share and to participate in dividends when and to the extent declared and paid.  Due to the fact that any issuance of additional shares of voting common stock would increase the total number of shares of voting common stock outstanding, as a result of the approval of the authorization of the non-voting common stock, existing holders of voting common stock as a class will experience dilution in their percentage ownership, voting power and earnings per share.

A copy of the Articles of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.  The description of the terms of the Articles of Amendment in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1.

Effective as of the close of business on February 2, 2017 and pursuant to the terms of the Company's Series C preferred stock, each share of Series C preferred stock automatically converted into 100 shares of non-voting common stock.  The 82,862 shares of Series C preferred stock converted into 8,286,200 shares of non-voting common stock represented all of the issued and outstanding shares of Series C preferred stock on such date.

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.