Sec Form 13D Filing - RENBAUM BARRY J. filing for Farmers & Merchants Bancshares Inc. (FMFG) - 2023-08-14

(1) Barry J. Renbaum purchased the referenced shares in joint tenancy with his wife, Carol E. Renbaum. Accordingly, each said spouse individually and directly owns an indi visible beneficial interest in the whole of the referenced shares and with it share co-equal rights to vote and dispose of said shares.

(2) Based on 3,090,368 shares of Common Stock outstanding on June 30, 2023 as reported in Issuer’s 10-Q.

(1) Barry J. Renbaum purchased the referenced shares in joint tenancy with his wife, Carol E. Renbaum. Accordingly, each said spouse individually and directly owns an indivisible beneficial interest in the whole of the referenced shares and with it share co-equal rights to vote and dispose of said shares.

(2) Based on 3,090,368 shares of Common Stock outstanding on June 30, 2023 as reported in Issuer’s 10-Q.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (“Common Stock”) of Farmers and Merchants Bancshares, Inc., a Maryland corporation (“Issuer”). The principal executive office of the Issuer is located at 4510 Lower Beckleysville Road, Suite H in Hampstead, Maryland 21074.

Item 2. Identity and Background.

(a)       Reference is made to the statement on Schedule 13D originally filed by Barry J. Renbaum and Carol E. Renbaum with the Securities and Exchange Commission (“Commission”) on December 19, 2022 and the amendment thereto filed with the Commission on May 15, 2023 (the “Prior Filings”) with respect to the Common Stock of Issuer. This Amendment No. 2 to the Prior Filings amends and supplements the latter to provide the additional information set forth herein. Barry J. Renbaum and Carol E. Renbaum (collectively referred to as the “Reporting Persons”) are husband and wife and own the Common Stock to which this amended Schedule 13D relates as joint tenants. Each have agreed to file this statement jointly in an agreement entered into on June 1, 2023 pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended. The aforesaid joint filing agreement is attached here as Exhibit A and is hereby and herein incorporated by reference. The Prior Filings are also incorporated herein by reference and are amended herein as indicated.

(b)       The address of the principal office of Reporting Persons is 3921 Butler Road, Reisterstown, Maryland located in Baltimore County, 21136.

(c)       The Reporting Persons are husband and wife and manage a jointly owned portfolio of securities traded in the public markets at the address specified in (b), above.

(d)-(e) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding or was a party to a civil proceeding of a judicial or administrative body or competent jurisdiction as a result of which such person 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 Persons are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

All of the shares of Common Stock held by the Reporting Persons to which this amended Schedule 13D relates were purchased using their personal funds in open market transactions and through the Issuer’s dividend reinvestment plan for shareholders. Stock purchases made by the Reporting Persons since their most recently filed statements are reported in attached Exhibit B, which is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and modified to add the following additional disclosures:

Except as further set forth in this Item 4, the Reporting Persons presently have no plans or proposals that would relate to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, they may, in the future, take such actions with respect to their investment in Issuer, alone or with others, that may involve events described in the aforesaid subparagraphs, including communications with Issuer’s Board of Directors (the “Board”) and other stockholders respecting strategies to enhance shareholder value by, among other initiatives, pursuing changes in the composition of the Board. Coincident with the filing of this amended Schedule 13D filing with the Commission, Reporting Persons have submitted an application to the Maryland Division of Financial Regulation for permission to purchase up to 9.9% of Issuer’s Common Stock.

Item 5. Interest in Securities of Issuer.

(a) As of the close of business on August 11, 2023, the Reporting Persons beneficially owned, in aggregate, 281,466 shares of Issuer’s Common Stock representing 9.1% of the 3,090,368 shares issued and outstanding on June 30, 2023. These shares are registered in the names of and are jointly owned by Barry J. Renbaum and his wife, Carol E. Renbaum. In accordance with their status as joint co-owners of said Common Stock, each spouse owns a direct, albeit indivisible, interest in the aforementioned 281,466 shares of Issuer’s stock and share the power to vote those securities as well as the power to dispose of them. The second page covering this amended Schedule 13D sets forth in rows (11) and (13), respectively, the aggregate number of shares and corresponding ownership percentages of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this amended Schedule 13D are calculated based upon 3,090,368 shares of Common Stock outstanding as of June 30, 2023 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on July 31, 2023.

(b)        Barry J. Renbaum and his wife, Carol E. Renbaum, share the power to vote or to direct the vote, and to dispose or to direct the disposition of the 281,466 shares of Common Stock referenced in paragraph (a), directly above.

(c) The transactions in the shares of Common Stock conducted by the Reporting Persons since their most recent filing of an amended Schedule 13D are set forth in Exhibit B, which is attached hereto and is incorporated herein by reference.

(d)        No persons other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from the securities beneficially owned by the Reporting Persons. No persons other than the Reporting Persons are known to the right to receive or the power to direct the receipt of the proceeds from the sale of the securities beneficially owned by the Reporting Persons.

(e)        Not Applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships Respecting Securities of Issuer.

On June 1, 2023, the Reporting Persons executed a revised Joint Filing Agreement in which each agreed to the joint filing on behalf of each of them of Schedule 13D with respect to the Common Stock of the Issuer. A copy of this agreement is attached hereto as Exhibit A and is incorporated herein by reference. The information set forth in Item 4 hereof is also hereby incorporated by reference into this Item 6. Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships between the Reporting Persons named in Item 2 herein and any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, guarantees or divisions of profit or loss, or the giving or withholding of proxies.

Item 7. Material To Be Filed as Exhibits.

(a) Exhibit A: Joint Filing Agreement dated June 1, 2023.

(b) Exhibit B: Interim Stock Transactions.

EXHIBIT A

Joint Filing Agreement

(Revised on June 1, 2023)

This joint filing agreement (the “Agreement”) is made and entered into on the first (1^st) day of June, 2023 by and between Barry J. Renbaum and Carol E. Renbaum in consideration of their reciprocal promises in connection with and pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended.

The undersigned parties hereby consent to the joint filing with each other and on behalf of one another of a single Schedule 13D statement, including any future amendments thereto, with respect to their joint ownership of the common stock (par value $0.01 per share) of Farmers and Merchants Bancshares, Inc. beneficially and jointly owned by each of them.

Said undersigned parties further agree that each of them is responsible for the timely filing of such schedule and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therein; provided, however, that neither such party is responsible for the completeness or accuracy of information concerning the other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

The undersigned further agree that this Joint Filing Agreement shall be included as an exhibit to the Schedule 13D joint filings referenced herein.

EXHIBIT B

Interim Stock Transactions

(May 11, 2023 to August 11, 2023)