Sec Form 13D Filing - Thomas G. Fitzgerald filing for Chain Bridge Bancorp, Inc. (CBNA) - 2025-01-30

Item 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:The information provided in Item 3 above is hereby incorporated by reference.Each Reporting Person expressly disclaims membership in a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder with the other Reporting Persons. As a result, each Reporting Person expressly disclaims any beneficial ownership over shares of Class A Common Stock or Class B Common Stock beneficially owned by the other Reporting Persons. Each Reporting Person acts independently and does not act in concert with any other Reporting Person in relation to the acquisition, disposition, or voting of any shares of the Company.If, notwithstanding the foregoing disclaimers, the Reporting Persons were to be deemed to be such a "group," such a group and each Reporting Person could be deemed to have beneficial ownership of 2,321,088 shares of Class A Common Stock including (i) 5,008 shares of Class A Common Stock and (ii) 2,316,080 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock. This aggregate amount represents 43.3% of the Company's Class A Common Stock, assuming conversion of the shares of Class B Common Stock into Class A Common Stock by the Reporting Persons only.The percentages used herein with respect to the beneficial ownership of Class A Common Stock for each Reporting Person are calculated based on the sum of (i) 3,049,447 outstanding shares of Class A Common Stock as of December 31, 2024, as reported by the Company in the Current Report and (ii) such Reporting Person's beneficial ownership of shares of Class A Common Stock issuable upon conversion of beneficially owned Class B Common Stock.Additional information with respect to each Reporting Person is presented below:Individuals:Peter G. Fitzgerald. Assuming full conversion of Class B Common Stock for which Peter G. Fitzgerald could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Peter G. Fitzgerald may be deemed to have voting or investment power over 1,027,820 shares of Class A Common Stock, representing 25.2% of the outstanding shares of Class A Common Stock. Peter G. Fitzgerald has (a) the sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 777,240 shares of Class B Common Stock which includes: (i) 229,500 shares of Class B Common Stock held directly by Peter G. Fitzgerald; (ii) 444,550 shares of Class B Common Stock held by the Everglades Trust, for which Peter G. Fitzgerald serves as advisor; and (iii) 103,190 shares of Class B Common Stock held by the JBF 2013 Trust, for which Peter G. Fitzgerald serves as trustee; and (b) shared power to vote or direct the vote of, and to dispose of or direct the disposition of, 250,580 shares of Class B Common Stock, including: (i) 68,000 shares of Class B Common Stock held by his spouse; and (ii) 103,020 shares and 79,560 shares held by the Fitzgerald 2002 Special Trust and the GFF Family Trust, respectively, for which Peter G. Fitzgerald serves as co-trustee.Julie Fitzgerald Schauer. Assuming full conversion of Class B Common Stock for which Julie Fitzgerald Schauer could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Julie Fitzgerald Schauer may be deemed to have voting or investment power over 647,360 shares of Class A Common Stock, representing 17.5% of the outstanding shares of Class A Common Stock. Julie Fitzgerald Schauer has (a) the sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 436,220 shares of Class B Common Stock held by the Julie F. Schauer 1994 Trust for which Julie Fitzgerald Schauer serves as the trustee and is the sole beneficiary; and (b) shared power to vote or direct the vote of and to dispose of or direct the disposition of, 211,140 shares held by JEM Management, L.P., a family limited partnership of which Julie Fitzgerald Schauer is the trustee of the majority general partner.Gerald G. Fitzgerald, Jr. Assuming full conversion of Class B Common Stock for which Gerald F. Fitzgerald, Jr. could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Gerald F. Fitzgerald, Jr. may be deemed to have voting or investment power over 535,670 shares of Class A Common Stock, representing 14.9% of the outstanding shares of Class A Common Stock. Gerald F. Fitzgerald, Jr. has (a) the sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 141,950 shares held by S C Investments II, L.P., a family limited partnership of which Gerald F. Fitzgerald, Jr. is the general partner; and (b) shared power to vote or direct the vote of and to dispose of or direct the disposition of 393,720 shares of Class B Common Stock, including: (i) 211,140 shares of Class B Common Stock held by JEM Management, L.P., a family limited partnership of which Gerald F. Fitzgerald, Jr. is the managing general partner; and (ii) 103,020 and 79,560 shares of Class B Common Stock held by the Fitzgerald 2002 Special Trust and the GFF Family Trust, respectively, for which Gerald F. Fitzgerald, Jr. serves as co-trustee.James G. Fitzgerald. Assuming full conversion of Class B Common Stock for which James G. Fitzgerald could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, James G. Fitzgerald may be deemed to have voting or investment power over 463,080 shares of Class A Common Stock, representing 13.2% of the outstanding shares of Class A Common Stock. James G. Fitzgerald has (a) sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 110,500 shares of Class B Common Stock, including: (i) 59,500 shares of Class B Common Stock held directly by James G. Fitzgerald; and (ii) 51,000 shares of Class B Common Stock held by Anhinga Trust for which James G. Fitzgerald serves as a trustee; and (b) shared power to vote or direct the vote of and to dispose of, or direct the disposition of, 352,580 shares of Class B Common Stock, including: (i) 170,000 shares of Class B Common Stock held by Otis Road Investments, L.P., a family limited partnership for which James G. Fitzgerald is a co-manager of the limited liability company managing general partner; and (ii) 103,020 and 79,560 shares of Class B Common Stock held by the Fitzgerald 2002 Special Trust and the GFF Family Trust, respectively, for which James G. Fitzgerald serves as a co-trustee).Thomas G. Fitzgerald. Assuming full conversion of Class B Common Stock for which Thomas G. Fitzgerald could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Thomas G. Fitzgerald may be deemed to have voting or investment power over 371,620 shares of Class A Common Stock, representing 10.9% of the outstanding shares of Class A Common Stock. Thomas G. Fitzgerald has shared power to vote or direct the vote of, and to dispose of, or direct the disposition of, 371,620 shares of Class B Common Stock, including (i) 189,040 shares of Class B Common Stock held by TGF Investments, L.P., a family limited partnership for which Thomas G. Fitzgerald is a co-manager of the limited liability company managing general partner; and (ii) 103,020 and 79,560 shares of Class B Common Stock held by the Fitzgerald 2002 Special Trust and the GFF Family Trust, respectively, for which he serves as a co-trustee.Thomas G. Fitzgerald, Jr. Assuming full conversion of Class B Common Stock for which Thomas G. Fitzgerald, Jr. could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Thomas G. Fitzgerald, Jr. may be deemed to have voting or investment power over 215,854 shares of Class A Common Stock, representing 6.6% of the outstanding shares of Class A Common Stock. Thomas G. Fitzgerald, Jr. has (a) sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 7,310 shares of Class B Common Stock held directly by Thomas G. Fitzgerald, Jr.; and (b) shared power to vote or direct the vote of, and to dispose of, or direct the disposition of, 208,544 shares, including (i) 19,504 shares held jointly with his spouse (2,504 Class A Common Shares and 17,000 Class B Common Shares); and (ii) 189,040 shares of Class B Common Stock held by TGF Investments, L.P., a family limited partnership for which Thomas G. Fitzgerald, Jr. is a co-manager of the limited liability company managing general partner.Lauren Fitzgerald Peterson. Assuming full conversion of Class B Common Stock for which Lauren Fitzgerald Peterson could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Lauren Fitzgerald Peterson may be deemed to have voting or investment power over 189,040 shares of Class A Common Stock, representing 5.8% of the outstanding shares of Class A Common Stock. Lauren Fitzgerald Peterson has shared power to vote or direct the vote of, and to dispose of, or direct the disposition of, 189,040 shares of Class B Common Stock held by TGF Investments, L.P., a family limited partnership for which Lauren Fitzgerald Peterson serves as a co-manager of the limited liability company managing general partner.Andrew J. Fitzgerald. Assuming full conversion of Class B Common Stock for which Andrew J. Fitzgerald could be deemed to have voting or investment power, but excluding any shares of Class B Common Stock held by other Reporting Persons and other holders of Class B Common Stock, Andrew J. Fitzgerald may be deemed to have voting or investment power over 177,604 shares of Class A Common Stock, representing 5.5% of the outstanding shares of Class A Common Stock. Andrew J. Fitzgerald has (a) the sole power to vote or direct the vote of, and to dispose of, or to direct the disposition of, 2,504 shares of Class A Common Stock and 5,100 shares of Class B Common Stock held by the Andrew J. Fitzgerald 2011 Trust, for which Andrew J. Fitzgerald serves as the trustee and is the sole beneficiary; and (b) shared power to vote or direct the vote of, and to dispose of, or direct the disposition of, 170,000 shares of Class B Common Stock held by Otis Road Investments, L.P., a family limited partnership for which Andrew J. Fitzgerald is a managing general partner and a co-manager of the limited liability company managing general partner.Family Trusts:Everglades Trust. Assuming full conversion of Class B Common Stock for which the Everglades Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the Everglades Trust may be deemed to have voting or investment power over 444,550 shares of Class A Common Stock, representing 12.7% of the outstanding shares of Class A Common Stock. The Everglades Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 444,550 shares of Class B Common Stock held directly by Everglades Trust.Julie F. Schauer 1994 Trust. Assuming full conversion of Class B Common Stock for which the Julie F. Schaue r 1994 Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the Julie F. Schauer 1994 Trust may be deemed to have voting or investment power over 647,360 shares of Class A Common Stock, representing 17.5% of the outstanding shares of Class A Common Stock. The Julie F. Schauer 1994 Trust may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 436,220 shares of Class B Common Stock held directly by Julie F. Schauer 1994 Trust and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 211,140 shares of Class B Common Stock held by JEM Management, L.P., a family limited partnership for which the Julie F. Schauer 1994 Trust is the majority general partner.JBF 2013 Trust. Assuming full conversion of Class B Common Stock for which the JBF 2013 Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the JBF 2013 Trust may be deemed to have voting or investment power over 103,190 shares of Class A Common Stock, representing 3.3% of the outstanding shares of Class A Common Stock. The JBF 2013 Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 103,190 shares of Class B Common Stock held directly by the JBF 2013 Trust.Fitzgerald 2002 Special Trust. Assuming full conversion of Class B Common Stock for which the Fitzgerald 2002 Special Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the Fitzgerald 2002 Special Trust may be deemed to have voting or investment power over 103,020 shares of Class A Common Stock, representing 3.3% of the outstanding shares of Class A Common Stock. The Fitzgerald 2002 Special Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 103,020 shares of Class B Common Stock held directly by Fitzgerald 2002 Special Trust.GFF Family Trust. Assuming full conversion of Class B Common Stock for which the GFF Family Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the GFF Family Trust may be deemed to have voting or investment power over 79,560 shares of Class A Common Stock, representing 2.5% of the outstanding shares of Class A Common Stock. The GFF Family Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 79,560 shares of Class B Common Stock held directly by the GFF Family Trust.Anhinga Trust. Assuming full conversion of Class B Common Stock for which Anhinga Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, Anhinga Trust may be deemed to have voting or investment power over 51,000 shares of Class A Common Stock, representing 1.6% of the outstanding shares of Class A Common Stock. Anhinga Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 51,000 shares of Class B Common Stock held directly by Anhinga Trust.Andrew J. Fitzgerald 2011 Trust. Assuming full conversion of Class B Common Stock for which the Andrew J. Fitzgerald 2011 Trust may be deemed to have voting or investment power but no other shares of Class B Common Stock, the Andrew J. Fitzgerald 2011 Trust may be deemed to have voting or investment power over 7,604 shares of Class A Common Stock, representing 0.3% of the outstanding shares of Class A Common Stock. The Andrew J. Fitzgerald 2011 Trust may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 5,100 shares of Class B Common Stock and 2,504 shares of Class A Common Stock held directly by the Andrew J. Fitzgerald 2011 Trust.Family Limited Partnerships and Associated Investment Entities:JEM Management, L.P. Assuming full conversion of Class B Common Stock for which JEM Management, L.P. may be deemed to have voting or investment power but no other shares of Class B Common Stock, JEM Management, L.P. may be deemed to have voting or investment power over 211,140 shares of Class A Common Stock, representing 6.5% of the outstanding shares of Class A Common Stock. JEM Management, L.P. may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 211,140 shares of Class B Common Stock held directly by JEM Management, L.P.TGF Investments, L.P. Assuming full conversion of Class B Common Stock for which TGF Investments, L.P. may be deemed to have voting or investment power but no other shares of Class B Common Stock, TGF Investments, L.P. may be deemed to have voting or investment power over 189,040 shares of Class A Common Stock, representing 5.8% of the outstanding shares of Class A Common Stock. TGF Investments, L.P. may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 189,040 shares of Class B Common Stock held directly by TGF Investments, L.P.TF LLC. Assuming full conversion of Class B Common Stock for which TF LLC may be deemed to have voting or investment power but no other shares of Class B Common Stock, TF LLC may be deemed to have voting or investment power over 189,040 shares of Class A Common Stock, representing 5.8% of the outstanding shares of Class A Common Stock. TF LLC may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 189,040 shares of Class B Common Stock held by TGF Investments, L.P. for which TF LLC serves the managing general partner.Otis Road Investments, L.P. Assuming full conversion of Class B Common Stock for which Otis Road Investments, L.P. may be deemed to have voting or investment power but no other shares of Class B Common Stock, Otis Road Investments, L.P. may be deemed to have voting or investment power over 170,000 shares of Class A Common Stock, representing 5.3% of the outstanding shares of Class A Common Stock. Otis Road Investments, L.P. may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 170,000 shares of Class B Common Stock held directly by Otis Road Investments, L.P.Otis LLC. Assuming full conversion of Class B Common Stock for which Otis LLC may be deemed to have voting or investment power but no other shares of Class B Common Stock, Otis LLC may be deemed to have voting or investment power over 170,000 shares of Class A Common Stock, representing 5.3% of the outstanding shares of Class A Common Stock. Otis Road Investments, L.P. may be deemed to have the current shared power to vote or direct the vote of and to dispose of or to direct the disposition of 170,000 shares of Class B Common Stock held directly by Otis Road Investments, L.P., of which Otis LLC is the limited liability company managing general partner.S C Investments II, L.P. Assuming full conversion of Class B Common Stock for which S C Investments II, L.P. may be deemed to have voting or investment power but no other shares of Class B Common Stock, S C Investments II, L.P. may be deemed to have voting or investment power over 141,950 shares of Class A Common Stock, representing 4.5% of the outstanding shares of Class A Common Stock. S C Investments II, L.P. may be deemed to have the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 141,950 shares of Class B Common Stock held directly by S C Investments II, L.P.

The information provided in Item 5(a) above is hereby incorporated by reference.

There have been no transactions in securities of the Company by the Reporting Persons since the filing of the Schedule 13D. This Amendment No. 2 is being filed to reflect a change in the percentage of shares of Class A Common Stock previously reported by the Reporting Persons solely as a result of a change in the outstanding shares of Class A Common Stock as reported by the Company.