Sec Form 13D Filing - NORCROSS GEORGE E III filing for REPUBLIC FIRST BANCORP INC (FRBKQ) - 2023-08-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 38)*

Republic First Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

760416107

(CUSIP Number)

George E. Norcross, III

218 Royal Palm Way, Suite 200

Palm Beach, Florida 33480

(561) 500-4600

With a Copy to:

H. Rodgin Cohen

Mitchell S. Eitel

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

212-558-4000

(Name, address and telephone number of person authorized to receive notices and communications)

August 29, 2023

(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  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. 760416107

SCHEDULE 13D

CUSIP No. 760416107

SCHEDULE 13D

CUSIP No. 760416107

SCHEDULE 13D

CUSIP No. 760416107

SCHEDULE 13D

CUSIP No. 760416107

SCHEDULE 13D

This Amendment No. 38 (“Amendment No. 38”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 38 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.

Item 3 of the Original Schedule 13D is hereby amended to replace the last four paragraphs of this item, as amended by the Schedule 13D/A filed on August 8, 2023, with the following:¹

On August 7, as set forth in Schedule A, George E. Norcross, III acquired 71,550 shares of Common Stock through a broker on the open market for a total of approximately $69,991.64. The source of funds for such purchases was personal funds.

On August 7 and August 8, as set forth in Schedule A, Philip A. Norcross, acting through an individual retirement account for his benefit, acquired 47,000 shares of Common Stock through a broker on the open market for a total of approximately $44,494.90. The source of funds for such purchases was funds held in such account.

On August 7 and August 8, as set forth in Schedule A, Gregory B. Braca acquired 49,275 shares of Common Stock through a broker on the open market for a total of approximately $48,620.49. The source of funds for such purchases was personal funds.

On August 7 and August 8, as set forth in Schedule A, Alessandra T. Norcross acquired 252,450 shares of Common Stock through a broker on the open market for a total of approximately $249,106.57. The source of funds for such purchases was personal funds.

On August 7 and August 8, as set forth in Schedule A, Alexander S. Norcross acquired 252,450 shares of Common Stock through a broker on the open market for a total of approximately $246,583.06. The source of funds for such purchases was personal funds.

Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:

The Reporting Persons are participating in discussions with the Issuer and others with regard to a direct equity investment and a broader capital raising transaction, where the investment could potentially be in connection with a broader transaction involving the Company. Although discussions are still in preliminary, exploratory stages, the Reporting Persons expect that such a transaction could provide for the resolution of pending litigation involving the Issuer and members of the Group and the Reporting Person’s proxy solicitation efforts. Further, the Reporting Persons expect such a transaction would provide for changes to the Issuer’s governance arrangements, including Board of Directors representation by the Group, and could include reimbursement of certain expenses of the Group. Additional arrangements would need to be negotiated and agreed to and reflected in the definitive transaction agreements. The consummation of any such transaction would be subject to customary closing conditions, including applicable corporate and regulatory approvals, and the satisfaction of applicable interim operating covenants.

The foregoing potential transaction remains subject to due diligence, negotiation of terms and execution of definitive documents, and the Reporting Persons give no assurance that any such transaction will be entered into, or as to the timing of any such transaction or steps toward a transaction. The Reporting Persons cannot predict the Issuer’s or any other party’s response to the proposed transaction terms described above, and there can be no assurances as to how the terms of such proposed transaction may be supplemented or revised or what further actions would be taken by the Reporting Persons. Each Reporting Person reserves the right to take actions and make proposals other than as described in this Item 4.

Items 5(a) and 5(c) of the Original Schedule 13D are hereby amended and restated as follows:

(a) The Reporting Persons may be deemed to beneficially own 6,984,343 shares of Common Stock or approximately 9.95% of the outstanding shares of Common Stock, which percentage was calculated based upon 70,183,407 shares of Common Stock outstanding as of August 3, 2023 as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on August 7, 2023. Specifically, each Reporting Person beneficially owns such number of shares of Common Stock and such percentage of the outstanding Common Stock as reflected on Items 11 and 13 of the applicable cover page to this Statement.

(c) Except as set forth on Schedule A attached hereto, none of the Reporting Persons has engaged in transactions in shares of Common Stock (or securities convertible into, exercisable for or exchangeable for Common Stock) since the filing of the Original Schedule 13D.

SIGNATURES

After due 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.

Dated: August 29, 2023

SCHEDULE A

Transactions in the Common Stock of the Issuer Since the Filing of the Original Schedule 13D

The following table sets forth all the transactions in the Common Stock of the Issuer effected since the filing of the Original Schedule 13D by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers.

George E. Norcross, III

Philip A. Norcross

Gregory B. Braca

Alessandra T. Norcross

Alexander S. Norcross