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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
843395104
(CUSIP Number)
Castle Creek Capital Partners IV, LP
6051 El Tordo
P.O. Box 1329
Rancho Santa Fe, CA 92067
858-756-8300
Copy to:
John M. Eggemeyer
6051 El Tordo
P.O. Box 1329
Rancho Santa Fe, CA 92067
858-756-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 16, 2020
(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. ¨
* 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 (the “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).
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.
| 1 |
NAME OF REPORTING PERSONS Castle Creek Capital Partners IV, LP | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0
|
| 8 |
SHARED VOTING POWER 1,887,364 (1) | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 1,887,364 (1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,887,364 (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) PN (Limited Partnership) |
| (1) | See Item 5 hereto. |
| 1 |
NAME OF REPORTING PERSONS Castle Creek Capital IV LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC/AF | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 1,887,364 (1) | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 1,887,364 (1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,887,364 (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO (Limited Liability Company), HC (Control Person) |
| (1) | See Item 5 hereto. |
| Item 1. | Security and Issuer |
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on June 27, 2017 (as amended, the “Schedule 13D”) with the U.S. Securities and Exchange Commission (the “SEC”), relating to the shares of common stock, par value $0.01 per share (“Common Stock”), of Southern National Bancorp of Virginia, Inc. (the “Issuer” or the “Company”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 3 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
Between November 24, 2020 and December 16, 2020, inclusive, Fund IV sold an aggregate of 338,512 shares of Common Stock in various open-market, broker transactions).
| Item 5. | Interest in Securities of the Issuer |
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b)
| Reporting Person | Amount Beneficially Owned |
Percent of Class (2) | Sole Power to Vote or Direct the Vote | Shared Power to Vote or Direct the Vote | Sole Power to Dispose or to Direct the Disposition | Shared Power to Dispose or Direct the Disposition | ||||||||||||||||||
| Castle Creek Capital Partners IV, LP | 1,887,364 | 7.7 | % | 0 | 1,887,364 | 0 | 1,887,364 | |||||||||||||||||
| Castle Creek Capital IV LLC (1) | 1,887,364 | 7.7 | % | 0 | 1,887,364 | 0 | 1,887,364 | |||||||||||||||||
(1) CCC IV disclaims beneficial ownership of the Common Stock owned by Fund IV, except to the extent of its pecuniary interest therein.
(2) This calculation is based on 24,368,612 shares of Common Stock outstanding as of November 2, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020.
(c)
The Reporting Persons engaged in the following transactions with respect to the Common Stock during the last sixty days (excluding those transactions previously reported on Amendment No. 2 to the Schedule 13D filed on November 19, 2020) : (i) On November 24, 2020, Fund IV sold 30,000 shares of Common Stock at a weighted average price per share of $11.92 (in various open-market, broker transactions ranging from $11.90 to $11.99 per share, inclusive); (ii) on November 25, 2020, Fund IV sold 30,000 shares of Common Stock at a weighted average price per share of $11.54 (in various open-market, broker transactions ranging from $11.50 to $11.65 per share, inclusive); (iii) on November 30, 2020, Fund IV sold 3,100 shares of Common Stock at a weighted average price per share of $11.10 (in various open-market, broker transactions ranging from $11.10 to $11.11 per share, inclusive); (iv) on December 1, 2020, Fund IV sold 11,200 shares of Common Stock at a weighted average price per share of $11.10 (in various open-market, broker transactions ranging from $11.10 to $11.12 per share, inclusive); (v) on December 2, 2020, Fund IV sold 40,000 shares of Common Stock at a weighted average price per share of $11.21 (in various open-market, broker transactions ranging from $11.10 to $11.33 per share, inclusive); (vi) on December 3, 2020, Fund IV sold 21,412 shares of Common Stock at a weighted average price per share of $11.30 (in various open-market, broker transactions ranging from $11.30 to $11.42 per share, inclusive); (vii) on December 4, 2020, Fund IV sold 30,000 shares of Common Stock at a weighted average price per share of $11.43 (in various open-market, broker transactions ranging from $11.35 to $11.57 per share, inclusive); (viii) on December 7, 2020, Fund IV sold 27,800 shares of Common Stock at a weighted average price per share of $11.42 (in various open-market, broker transactions ranging from $11.40 to $11.49 per share, inclusive); (ix) on December 8, 2020, Fund IV sold 30,000 shares of Common Stock at a weighted average price per share of $11.52 (in various open-market, broker transactions ranging from $11.46 to $11.56 per share, inclusive); (x) on December 9, 2020, Fund IV sold 10,000 shares of Common Stock at a weighted average price per share of $11.63 (in various open-market, broker transactions ranging from $11.60 to $11.68 per share, inclusive); (xi) on December 10, 2020, Fund IV sold 5,000 shares of Common Stock at a weighted average price per share of $11.51 (in various open-market, broker transactions ranging from $11.50 to $11.54 per share, inclusive); and (xii) on December 16, 2020, Fund IV sold 100,000 shares of Common Stock at a weighted average price per share of $11.56 (in various open-market, broker transactions ranging from $11.56 to $11.63 per share, inclusive).
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 18, 2020
| CASTLE CREEK CAPITAL PARTNERS IV, LP | ||
| By: | /s/ John M. Eggemeyer | |
| Name: | John M. Eggemeyer | |
| Title: | Managing Principal | |
| CASTLE CREEK CAPITAL IV, LLC | ||
| By: | /s/ John M. Eggemeyer | |
| Name: | John M. Eggemeyer | |
| Title: | Managing Principal | |
SIGNATURE PAGE TO SCHEDULE 13D/A NO.3 (SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.)