Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Explanatory Note: This statement amends Items 2, 3, 4 and 5 of the Schedule 13D of H Bancorp LLC filed with the U.S. Securities and Exchange Commission (SEC) on July 8, 2014, amended by Amendment No. 1 thereto filed with the SEC on June 9, 2016  (as so amended, the Schedule 13D).  All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

This Amendment No. 2 is H Bancorp LLCs final amendment to the Schedule 13D and constitutes an exit filing.

 

Item 2.        Identity and Background

 

Item 2(b) is amended and restated in its entirety as follows:

 

(a)     This Schedule 13D/A is being filed by H Bancorp LLC, a Delaware limited liability company.

 

(b)     H Bancorp LLCs principal address is c/o Sunwest Bank, 2050 Main Street, Suite 300, Irvine, CA  92614.

 

(c)     H Bancorp LLC is a $1.7 billion private bank holding company with banking operations on both the east and the west coasts of the United States.

 

(d)     During the last five years, H Bancorp LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)     During the last five years, H Bancorp LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.        Source and Amount of Funds or Other Consideration

 

Item 3 is amended to add the following:

 

In connection with the merger (the Merger) of the Company with and into Old Line Bancshares, Inc. (Old Line) on April 13, 2018, pursuant to the Agreement and Plan of Merger, dated as of September 27, 2017, by and between Old Line and the Company (the Merger Agreement), all shares of common stock of the Company owned by H Bancorp LLC were converted into the right to receive shares of Old Lines common stock.  The Merger and conversion of the shares of Common Stock upon consummation of the Merger did not involve payment by H Bancorp LLC or any of its affiliates.

 

Item 4.        Purpose of Transaction

 

Item 4 is amended to add the following:

 

On April 13, 2018, pursuant to the terms of the Merger Agreement, the Company merged with and into Old Line, with Old Line as the surviving corporation.  The Company ceased to exist following the Merger.  Pursuant to the terms of the Merger Agreement, each share of Common Stock issued and outstanding as of immediately prior to the effective time was converted into the right to receive 0.4088 shares Old Line common stock and was cancelled and ceased to exist.  As a result, upon consummation of the Merger, the shares of Common Stock beneficially owned by H Bancorp LLC were converted into the right to receive 0.4088 shares of Old Lines common stock, and H Bancorp LLC ceased to be the beneficial owner of any shares of the Common Stock.

 

In connection with the closing of the Merger, the Common Stock, which previously traded under the stock symbol BYBK, ceased trading on, and is being delisted from, the Nasdaq Capital Market.

 

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Item 5.        Interest in Securities of the Issuer

 

Item 5 is amended and restated in its entirety as follows:

 

a)    Upon consummation of the Merger, as described in Items 3 and 4 above, H Bancorp LLC ceased to be the beneficial owner of any shares of Common Stock.

 

b)    Upon consummation of Merger, as described in Items 3 and 4 above, H Bancorp LLC ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock.

 

c)    H Bancorp LLC did not effect any transactions in the Common Stock in the 60 days prior to the Merger.

 

d)    Not applicable

 

e)    H Bancorp LLC ceased to be a beneficial owner of more than five percent of the Common Stock upon consummation of the Merger on April 13, 2018.

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	April 23, 2018
	Date
	/s/  Eric D. Hovde
	Signature
	Eric D. Hovde, Chairman and Chief Executive Officer
	Name/Title

 

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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