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
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.__)
Under the Securities Exchange Act of 1934
Rhinebeck Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
762093 102
(CUSIP Number)
Michael J. Quinn
Rhinebeck Bancorp, MHC
2 Jefferson Plaza
Poughkeepsie, New York 12601
(845) 454-8555
(Name, Address, Telephone number of Person Authorized to Receive Notices and Communications)
January 16, 2019
(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 which 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. [ ]
(Continued on following pages)
Page 1 of 6 Pages
|
CUSIP NO. 762093 102
|
SCHEDULE 13D
|
Page 2 of 6 Pages
|
|
1.
|
NAME OF REPORTING PERSONS
Rhinebeck Bancorp, MHC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
7.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
6,345,975
|
|
8.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER
-0-
|
|
9.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER
6,345,975
|
|
10.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER
-0-
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,345,975
|
|
CUSIP NO. 762093 102
|
SCHEDULE 13D
|
Page 3 of 6 Pages
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0%
|
|
14.
|
TYPE OF REPORTING PERSON
HC
|
Item 1. Security and Issuer
The securities as to which this Schedule 13D relates are shares of common stock, $0.01 par value per share (“Common Stock”), of Rhinebeck Bancorp, Inc., a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive office is 2 Jefferson Plaza, Poughkeepsie, New York 12601.
Item 2. Identity and Background
(a) - (c) This Schedule 13D is filed on behalf of Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “Company”). The Company’s principal business is the ownership of a majority of the Issuer’s shares of Common Stock. The business address of the Company is 2 Jefferson Plaza, Poughkeepsie, New York 12601.
Pursuant to General Instruction C of Schedule 13D, the following information is provided for each executive officer and director of the Company (“Insiders”):
|
Name
|
Position
|
Occupation
|
||
|
Michael J. Quinn
|
Director/Executive Officer
|
President and Chief Executive Officer of the Company
|
||
|
Frederick L. Battenfeld
|
Director
|
Small business owner
|
||
|
Christopher W. Chestney
|
Director
|
Funeral Director
|
||
|
Freddimir Garcia
|
Director
|
University employee
|
||
|
William C. Irwin
|
Director
|
Pharmacist
|
||
|
Shannon Martin LaFrance
|
Director
|
Attorney-at-law
|
||
|
Suzanne Rhulen Loughlin
|
Director
|
Executive officer of contracting company
|
||
|
Louis Tumolo, Jr.
|
Director
|
Veterinarian
|
||
|
Michael J. McDermott
|
Executive Officer
|
Chief Financial Officer of the Company
|
||
|
Jamie J. Bloom
|
Executive Officer
|
Chief Operating Officer of the Company
|
||
|
Francis X. Dwyer
|
Executive Officer
|
Division President of the Company
|
||
|
James T. McCardle, III
|
Executive Officer
|
Chief Credit Officer of the Company
|
||
|
Karen E. Morgan-D’Amelio
|
Executive Officer
|
General Counsel, Chief Risk Officer and Corporate Secretary of the Company
|
The business address of each Insider is 2 Jefferson Plaza, Poughkeepsie, New York 12601.
|
CUSIP NO. 762093 102
|
SCHEDULE 13D
|
Page 4 of 6 Pages
|
| (d) |
During the past five years, neither the Company nor any of the Insiders have been convicted in a criminal proceeding (excluding, in the case of insiders, traffic violations or similar misdemeanors).
|
| (e) |
During the past five years, neither the Company nor any of the Insiders have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 a finding of any violation with respect to such laws.
|
| (f) |
All of the Insiders are U.S. citizens.
|
Item 3. Source and Amount of Funds or Other Consideration
The 6,345,975 shares of Issuer common stock were acquired by the Company from the Issuer other than by purchase. The shares were acquired from the Issuer in connection with the reorganization of Rhinebeck Bank and the Company into the two-tier mutual holding company structure, effective January 16, 2019.
Item 4. Purpose of Transaction
While the Company intends to exercise its rights as majority stockholder of Issuer, neither the Company nor the Insiders currently have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
In the future, the Company and/or the Insiders may determine to purchase or acquire additional shares of the Issuer’s common stock (or other securities of the Issuer) or the Company and/or the Insiders may determine to sell shares of the Issuer’s Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer’s prospects, and alternative investments.
|
CUSIP NO. 762093 102
|
SCHEDULE 13D
|
Page 5 of 6 Pages
|
Item 5. Interest in Securities of the Issuer
a. As of January 16, 2019, the Company directly and beneficially owned 6,345,975 shares of the Issuer’s Common Stock, which represented 57.0% of the issued and outstanding shares of Common Stock on such date.
b.<
/font> The Company has the sole power to vote and the sole power to dispose of the shares of Common Stock it owns.
c. Other than the issuance to the Company of the shares of Issuer’s Common Stock as of January 16, 2019, the Company has not effected any transaction in the Issuer’s Common Stock within the past 60 days.
d. No person or entity other than the Company has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship (legal or otherwise) among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
None.
|
CUSIP NO. 762093 102
|
SCHEDULE 13D
|
Page 6 of 6 Pages
|
SIGNATURE
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 on Schedule 13D is true, complete and correct.
|
RHINEBECK BANCORP, MHC
|
||
|
Date: January 16, 2019
|
By:
|
/s/ Michael J. Quinn |
|
Michael J. Quinn
|
||
|
President and Chief Executive Officer
|