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 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 17)1
| First United Corporation |
| (Name of Issuer) |
Common Stock, $0.01 par value
(Title of Class of Securities)
33741H107
(CUSIP Number)
J. ABBOTT R. COOPER
DRIVER MANAGEMENT COMPANY LLC
250 Park Avenue
7th Floor
New York, NY 10177
(212) 572-4811
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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| 1 | 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. |
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| 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 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). | |
| 1 | NAME OF REPORTING PERSONS
Driver Opportunity Partners I LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC, OO | |
| 5 | CHECK BOX 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
360,637 |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
360,637 | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16%1 | |
| 14 | TYPE OF REPORTING PERSON
PN | |
1Based on 6,984,753 shares of common stock, par value $.01 per share, as of July 31, 2020
| 2 |
| 1 | NAME OF REPORTING PERSONS
Driver Management Company LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF, OO | |
| 5 | CHECK BOX 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
360,637 |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
360,637 | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 3 |
| 1 | NAME OF REPORTING PERSONS
J. Abbott R. Cooper | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF, OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
360,637 |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
360,637 | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| 4 |
The following constitutes Amendment No. 17 to the Schedule 13D filed by the undersigned (“Amendment No. 17”). This Amendment No. 17 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On May 20, 2020, FUNC filed a complaint in the Circuit Court for Garrett County Maryland (the “Garrett County Complaint”) seeking a declaratory judgment that Reporting Persons were prohibited from voting their shares of Common Stock and nominating candidates for election to director. On July 31, 2020, the Reporting Persons timely filed a motion to dismiss the Garrett County Complaint on the grounds that FUNC’s claim was meritless and premature.A copy of the Reporting Persons’ memorandum in support of that motion to dismiss (the “Memorandum in Support of Motion to Dismiss”) is attached hereto as Exhibit 99.1.
On September 4, 2020, the Partnership filed a complaint in the United States District Court for the District of Maryland (the “Federal Complaint”) against FUNC and the members of FUNC’s board of directors (the “Director Defendants”) alleging that, among other things, the Director Defendants had breached the fiduciary duties owed to the Partnership. A copy of the Federal Complaint is attached hereto as Exhibit 99.2.
Item 7. Material to be Filed as Exhibits.
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| Item 7 is hereby amended to add the following exhibits: | |
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| Federal Complaint | |
| 5 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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| Driver Opportunity Partners I LP | ||
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| By: | Driver Management Company LLC | |
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| its general partner | ||
| Dated: September 8, 2020 | By: | /s/ J. Abbott R. Cooper | |
| Name: | J. Abbott R. Cooper |
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| Title: | Managing Member |
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| Driver Management Company LLC | ||
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| By: | /s/ J. Abbott R. Cooper | |
| Name: | J. Abbott R. Cooper |
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| Title: | Managing Member |
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| /s/ J. Abbott R. Cooper |
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| J. Abbott R. Cooper |
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| 6 |