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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
Farmers and Merchants Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
308856103
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 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. 32106V107
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(1) NAMES OF REPORTING PERSONS
Siena Capital Partners I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 144,614
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER 144,614
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,614
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9%(1)
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(12) TYPE OF REPORTING PERSON
PN
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(1) Based on 2,959,777 shares of Common Stock outstanding as of November 7,
2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 7, 2019.
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(1) NAMES OF REPORTING PERSONS
Siena Capital Partners Accredited, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 3,023
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER 3,023
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,023
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%(1)
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(12) TYPE OF REPORTING PERSON
PN
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(1) Based on 2,959,777 shares of Common Stock outstanding as of November 7,
2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 7, 2019.
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(1) NAMES OF REPORTING PERSONS
Siena Capital Partners GP, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 147,637
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER 147,637
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,637
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
---------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9%(1)
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(12) TYPE OF REPORTING PERSON
OO
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(1) Based on 2,959,777 shares of Common Stock outstanding as of November 7,
2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 7, 2019.
Item 1.
(a) Name of Issuer:
Farmers and Merchants Bancshares, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
4510 Lower Beckleysville Road, Suite H Hampstead, Maryland 21074
Item 2.
(a) Name of Person Filing:
Siena Capital Partners I, L.P.
Siena Capital Partners Accredited, L.P.
Siena Capital Partners GP, LLC
(b) Address of Principal Business Office or, if None, Residence:
100 N. Riverside Plaza Suite 1630, Chicago IL 60606
(c) Citizenship:
Siena Capital Partners I, L.P. is a Delaware limited partnership.
Siena Capital Partners Accredited, L.P. is a Delaware limited partnership.
Siena Capital Partners GP, LLC is a Delaware lmited liability company.
(d) Title of Class of Securities: Common Stock, par value $0.01 per share
("Comon Stock")
(e) CUSIP Number: 308856103
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned: Siena Capital Partners I, L.P. may be deemed
to beneficially own 147,637 shares of Common Stock; Siena Capital Partners
Accredited, L.P. may be deemed to own 3,023 shares of Common Stock; and Siena
Capital Partners GP, LLC may be deemed to beneficially own 144,614 shares of
Common Stock. Siena Capital Partners GP, LLC is the general partner of Siena
Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P.
(b) Percent of class: Siena Capital Partners I, L.P. may be deemed to
beneficially own 4.9% of the Common Stock; Siena Capital Partners Accredited,
L.P. may be deemed to beneficially own 0% of the Common Stock; and Siena
Capital Partners GP, LLC may be deemed to beneficially own 4.9% of the Common
Stock. The percentages are based on 2,959,777 shares of Common Stock outstanding
as of November 7, 2019, as reported by the Issuer in its Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019.
(c) Number of shares as to which Siena Capital Partners I, L.P. has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 147,637
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 147,637
Number of shares as to which Siena Capital Accredited, L.P. has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,023
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,023
Number of shares as to which Siena Capital Partners GP, LLC has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 144,614
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 144,614
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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.
Date: February 6, 2020
Filer Siena Capital Partners I, L.P.
By: Siena Capital Partners GP, LLC, its General Partner
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President
Filer Siena Capital Partners Accredited, L.P.
By: Siena Capital Partners GP, LLC, its General Partner
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President
Filer Siena Capital Partners GP, LLC
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President
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EXHIBIT 1--JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely
filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such person
contained therein; but none of them is responsible for the completeness
or accuracy of the information concerning the other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other on behalf of each of them of such a
statement on Schedule 13G with respect to the common stock of
beneficially owned by each of them. This Joint Filing Agreement shall be
included as an exhibit to such Schedule 13G.
Date: February 6, 2020
Filer Siena Capital Partners I, L.P.
By: Siena Capital Partners GP, LLC, its General Partner
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President
Filer Siena Capital Partners Accredited, L.P.
By: Siena Capital Partners GP, LLC, its General Partner
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President
Filer Siena Capital Partners GP, LLC
By: /s/ Daniel Kanter
Name: Daniel Kanter
Title: President