Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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1st Constitution Bancorp
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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31986N102
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(CUSIP Number)
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Mr. Robert F. Mangano
President and Chief Executive Officer
1st Constitution Bancorp
2650 Route 130
Cranbury, New Jersey 08512
(609) 655-4500
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With a Copy to:
Frank E. Lawatsch, Jr., Esq.
Day Pitney LLP
7 Times Square
New York, New York 10036
(212) 297-5830
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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July 25, 2016
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(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-l(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 §240.13d-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).
SCHEDULE 13D/A
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CUSIP No. 31986N102
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1
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NAME OF REPORTING PERSON
John P. Costas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
314,483
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
314,483
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,483
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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2
Item 1. Security and Issuer.
The class of equity securities to which this Amendment No. 1 to Schedule 13D (this “Schedule 13D Amendment No. 1”) relates is the Common Stock, no par value (the “Common Stock”), of 1st Constitution Bancorp, a New Jersey corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 2650 Route 130, P.O. Box 634, Cranbury, NJ 08512.
Item 2. Identity and Background.
(a) This Schedule 13D Amendment No. 2 is filed by John P. Costas (the “Reporting Person”).
(b) The Reporting Person’s business address is 24 Dockside Lane, # 454, Key Lago, FL 33037.
(c) The Reporting Person is retired/self-employed and his principal offices are located at 24 Dockside Lane, # 454, Key Largo, Florida.
(d) The Reporting Person, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 4 below.
Item 4. Purpose of Transaction.
(a) The Reporting Person holds the 314,483 shares reported in this Schedule 13D Amendment No. 2 for investment purposes. The Reporting Person may decide to purchase additional shares of Common Stock or other securities of the Issuer. In addition, the Reporting Person may dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws.
3
(b) – (j) The Reporting Person has no plans or proposals that relate to or would result in any of the actions specified in clauses (b) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) – (b) The table below sets forth the information required in (a) and (b) of this Item 5:
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Reporting
Person |
Number of
Shares Beneficially Owned |
Sole
Voting Power |
Shared
Voting Power |
Sole
Dispositive Power |
Shared
Dispositive Power |
Beneficial
Ownership Percentage |
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John P. Costas
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314,483
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314,483
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0
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314,483
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0
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3.92%
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The Reporting Person owns an aggregate of 314,483 shares of Common Stock directly. The percentage of class for the Reporting Person is 3.92% and is based on 8,027,342 shares of Common Stock outstanding as of April 30, 2017 as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2017 filed by the Issuer on May 9, 2017.
(c) The table below sets forth the transactions in the Common Stock during the past sixty (60) days by the Reporting Person.
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Date of the
Transaction |
Number of Shares of
Common Stock Involved |
Price per Share
of Common Stock |
Manner of Sale
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7/24/2017
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1
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$16.65
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Open market purchase
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6/6/17
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91
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$17.35
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Open market sale
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166
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$17.35
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Open market sale
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100
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$17.35
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Open market sale
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100
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$17.35
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Open market sale
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343
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$17.35
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Open market sale
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100
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$17.35
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Open market sale
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100
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$17.35
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Open market sale
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6/5/17
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322
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$17.25
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Open market sale
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(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more than 5.0% on July 25, 2016 based on 7,942,202 shares of Common Stock outstanding as of April 30, 2016 as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2017 filed by the Issuer on May 11, 2016.
4
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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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.
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BY:
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/s/ John P. Costas
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John P. Costas
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DATED:
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July 31, 2017
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