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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Level One Bancorp, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
52730D208
(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:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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 (“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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CUSIP No. 52730D208 13G | |||||
1. | Names of Reporting Persons Thomas A. Fabbri | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | o | ||||
(b) | o | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization United States | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 724,181(1) | |||
6. | Shared Voting Power 0 | ||||
7. | Sole Dispositive Power 724,181 (1) | ||||
8. | Shared Dispositive Power 0 | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 724,181 (1) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
11. | Percent of Class Represented by Amount in Row (9)* 9.4% | ||||
12. | Type of Reporting Person (See Instructions) IN | ||||
(1) Includes 8,500 shares subject to stock options that are currently exercisable or are exercisable within 60 days of December 31, 2019.
* Based on 7,715,491 shares of common stock outstanding as of December 31, 2019.
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CUSIP No. 52730D208 13G | |||||
1. | Names of Reporting Persons TRSD Holdings, Limited Partnership | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | o | ||||
(b) | o | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Michigan | ||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 709,797 | |||
6. | Shared Voting Power 0 | ||||
7. | Sole Dispositive Power 709,797 | ||||
8. | Shared Dispositive Power 0 | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 709,797 | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
11. | Percent of Class Represented by Amount in Row (9)* 9.2% | ||||
12. | Type of Reporting Person (See Instructions) PN | ||||
* Based on 7,715,491 shares of common stock outstanding as of December 31, 2019.
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ITEM 1.
(a) Name of Issuer
Level One Bancorp, Inc.
(b) Address of Issuer’s Principal Executive Offices
32991 Hamilton Court
Farmington Hills, Michigan 48334
ITEM 2.
(a) Name of Person Filing
(i) Thomas A. Fabbri
(ii) TRSD Holdings, Limited Partnership (“TRSD”)
(b) Address of Principal Business Office or, if None, Residence
(i) The address for Thomas A. Fabbri is:
32991 Hamilton Court
Farmington Hills, Michigan 48334
Farmington Hills, Michigan 48334
(ii) The address for TRSD is:
4285 18 ½ Mile Road
Sterling Heights, Michigan 48314
Sterling Heights, Michigan 48314
(c) Citizenship
(i) Thomas A. Fabbri - United States
(ii) TRSD - Michigan
(d) Title of Class of Securities
Common Stock, no par value per share
(e) CUSIP Number
52730D208
ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | o An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F); |
(g) | o A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G); |
(h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) | o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
(j) | o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) | o Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable
ITEM 4. Ownership
(a) | Amount beneficially owned: |
Thomas A. Fabbri – 724,181*
TRSD – 709,797**
*Comprised of shares held as follows: (i) 5,884 shares of common stock beneficially owned by Mr. Fabbri individually and over which Mr. Fabbri holds sole investment and voting power; (ii) 8,500 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of December 31, 2019; and (iii) 709,797 shares of common stock held by TRSD, over which Mr. Fabbri, as the general partner of TRSD, exercises sole voting and investment power. In accordance with Rule 13d-4, Mr. Fabbri disclaims beneficial ownership of the shares owned by TRSD, except to the extent of his pecuniary interests therein.
** Comprised of 709,797 shares of common stock held by TRSD, over which it exercises sole voting and investment power.
(b) | Percent of class: |
Thomas A. Fabbri – 9.4% †
TRSD Holdings, Limited Partnership – 9.2% †
†The applicable percentage ownership is based on 7,715,491 shares of common stock outstanding as of December 31, 2019.
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or direct the vote: |
Please see Row 5 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(i).
(ii) | Shared power to vote or direct the vote: |
Please see Row 6 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(ii).
(iii) | Sole power to dispose or to direct the disposition of: |
Please see Row 7 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(iii).
(iv) | Shared power to dispose or to direct the disposition of: |
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Please see Row 8 on the cover page hereto for each Reporting Person, as well as the notes to Item 4(a) above, which such information is hereby incorporated by reference into this Item 4(c)(iv).
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o
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. Certifications
Not Applicable.
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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 3, 2020
/s/ Thomas A. Fabbri
Thomas A. Fabbri
Thomas A. Fabbri
TRSD HOLDINGS, LIMITED PARTNERSHIP
By:/s/ Thomas A. Fabbri
Name: Thomas A. Fabbri
Title: General Partner
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including any amendments thereto) with respect to the common stock of Level One Bancorp, Inc., a Michigan corporation, and that this Agreement be included as an exhibit to such joint filing.
This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 3rd day of February, 2020.
/s/ Thomas A. Fabbri
Thomas A. Fabbri
Thomas A. Fabbri
TRSD HOLDINGS, LIMITED PARTNERSHIP
By:/s/ Thomas A. Fabbri
Name: Thomas A. Fabbri
Title: General Partner
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