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
Under the Securities Exchange Act of 1934
(Amendment No. __)
Partners Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
70213Q108
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(CUSIP Number)
Robert D. Klingler, Esq., Bryan Cave Leighton Paisner, One Atlantic
Center, 14th Floor, 1201 W Peachtree St. NW, Atlanta, GA 30309, 404-572-6810
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(Name, address and telephone number of person authorized
to receive notices and communications)
August 28, 2020
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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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1. Names of Reporting Persons................................ Kenneth R. Lehman
I.R.S. Identification Nos. of Above Persons.............................. NA
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2. Check the appropriate box if a Member of a Group (See instructions)
(a) [ ]
(b) [ ]
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3. SEC use only
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4. Source of Funds.......................................................... PF
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5. Check if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) of 2(e)............................... [ ]
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6. Citizenship............................................................. USA
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Number of (7) Sole Voting Power................................. 7,386,431
Shares
Beneficially (8) Shared Voting Power....................................... 0
Owned by
Each Reporting (9) Sole Dispositive Power............................ 7,386,431
Person
With (10) Shared Dispositive Power................................. 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person..... 7,386,431
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares........ [ ]
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13. Percent of Class Represented by Amount in Row 11..................... 41.7%
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14. Type of Reporting Person (See Instructions)............................. IN
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Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 (the "Common Stock")
of Partners Bancorp (the "Company"). The Company's principal executive offices
are located at 2245 Northwood Drive, Salisbury, Maryland 21801.
Item 2. Identity and Background
(a) This statement is filed by Kenneth R. Lehman (the "Reporting Person").
(b) The address of the Reporting Person is 122 North Gordon Road, Fort
Lauderdale, Florida 33301.
(c) The Reporting Person is a private investor.
(d) The Reporting Person has not, during the last five years, been convicted
in a criminal proceeding.
(e) The Reporting Persons has not, during the last five years, 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.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration
On May 4, 2020, the Company registered the Common Stock under Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"), which caused the
Reporting Person to become subject to Section 16 of the Exchange Act, and on
May 5, 2020, the Reporting Person timely reported his ownership of 7,385,207
shares of Common Stock on Form 3. The reporting Person purchased an additional
1,224 shares of Common Stock in three transactions between August 28, 2020 and
September 14, 2020 (the "Acquisition" and such shares the "Acquired Shares").
The Acquisition was timely reported on Form 5 on February 1, 2021. The shares
of Common Stock acquired in the Acquisition are the only shares of Common Stock
that the Reporting Person acquired between May 4, 2020, and the date hereof.
The net investment cost (including commissions) of the Acquisition was
$6,864.00, which was funded by cash on hand.
Item 4. Purpose of the Transaction
The Reporting Person acquired the Acquired Shares and all other shares of
Common Stock that he owns as of the date hereof, for investment. The Reporting
Person has served as a director of the Company for more than the last five
years. The Company's board of directors has approved and the Company entered
into an Agreement and Plan of Merger by and among OceanFirst Financial Corp.,
Coastal Merger Sub Corp. and Partners Bancorp, dated as of November 4, 2021
(the "Agreement"), which is filed as Exhibit 1. Pursuant to the Agreement,
OceanFirst Financial will acquire the Company. The Reporting Person also
entered into a Voting and Support Agreement dated as of November 4, 2021,
between the Reporting Person and OceanFirst Financial (the "Support Agreement,"
filed as Exhibit 2).
Other than as set herein and as may be set forth in or contemplated by the
Agreement and the Support Agreement, the Reporting Person does not have any
plans or proposals that relate to or would result in: (a) the acquisition by
any person of additional securities of the issuer, or the disposition of
securities of the issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the issuer; (f) any other material change in the issuer's business or
corporate structure;(g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; (h) causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to section 12(g)(4)
of the Securities Exchange Act; or (j) any action similar to any of those
enumerated in (a) through (i) above.
The Reporting Person may from time to time to review or reconsider his
intention in holding and/or acquiring shares of Common Stock, to the extent
such reconsideration and review is not limited by the Agreement and Support
Agreement, and at such time may formulate a plan or proposal that relates to or
would result in one or more of the matters referred to above in (b) through
(j).
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person owns 7,386,431 shares of Common Stock, or an
estimated 41.7%, of the outstanding shares.
(b) Other than as set forth herein, the Reporting Person has sole power to
vote, direct the vote of, dispose of, or direct the disposition of all reported
shares of Common Stock.
(c) The reporting Person has acquired 1,224 shares of Common Stock since May
4, 2020, and has not acquired any shares of Common Stock within the last 60
days.
(d) No other person has the power to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As described above, the Company has entered into the Agreement and the
Reporting Person has entered into the Support Agreement, which are filed as
Exhibits 1 and 2, respectively. Of the 7,386,431 shares of Common Stock owned
by the Reporting Person, 7,297,452 shares are pledged to collateralize loans
pursuant to agreements between the Reporting Person and six unaffiliated
community banks, which loan agreements include standard default and similar
provisions. Other than in connection with the agreements described herein,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Person and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 1: Agreement and Plan of Merger by and among OceanFirst Financial
Corp., Coastal Merger Sub Corp. and Partners Bancorp, dated as of November 4,
2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-
K filed on November 4, 2021, by Partners Bancorp, Commission File No. 001-
39285).
Exhibit 2: Form of Voting and Support Agreement entered into by the Reporting
Person and OceanFirst Financial, dated as of November 4, (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed on November
4, 2021, by Partners Bancorp, Commission File No. 001-39285).
Signature
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: November 4, 2021
/s/ Kenneth R. Lehman
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Kenneth R. Lehman