SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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. ____)

Equity Bancshares, Inc.

(Name of Issuer)

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(b) for other parties to whom copies are to be sent.

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Item 1.

Security and Issuer

This Schedule 13D relates to the Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Equity Bancshares, Inc., a Kansas corporation (the "Company" or the "Issuer"), whose principal executive offices are located at 7701 East Kellogg Drive, Suite 200, Wichita, Kansas 67207.

Item 2.

Identity and Background

This Schedule 13D is being jointly filed by the parties identified below.  All of the filers of this Schedule 13D are collectively referred to as the "Patriot Financial Group." The Joint Filing Agreement of the members of the Patriot Financial Group is filed as Exhibit 1 to this Schedule 13D.

·	Patriot Financial Partners, L.P., a Delaware limited partnership (the "Patriot Fund");

·	Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (the "Patriot Parallel Fund" and together with the Patriot Fund, the "Funds");

·	Patriot Financial Partners GP, L.P., a Delaware limited partnership and general partner of the Funds ("Patriot GP");

·	Patriot Financial Partners GP, LLC, a Delaware limited liability company and general partner of Patriot GP ("Patriot LLC"); and

·	W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC.

The Funds are private equity funds focused on investing in community banks and financial service-related companies throughout the United States.  The principal business of Patriot GP is to serve as the general partner of and to manage the Funds.  The principal business of Patriot LLC is to serve as the general partner of and to manage Patriot GP. The principal employment of Messrs. Wycoff, Lubert and Lynch is investment management with each of the Funds, Patriot GP and Patriot LLC.

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Item 3.  Source and Amount of Funds or Other Consideration

Pursuant to a Securities Purchase Agreement, dated September 30, 2010, by and among the Company and the Funds (the "2010 Purchase Agreement"), the Funds purchased an aggregate of 415,253 shares of Class A Common Stock from the Company at a purchase price of $10.00 per share of Class A Common Stock or approximately $4.2 million in the aggregate.  In the 2010 Purchase Agreement, the Funds purchased an aggregate of 254,206 shares of Class B non-voting common stock, par value $0.01 per share ("Class B Common Stock"), from the Company at a purchase price of $10.00 per share of Class B Common Stock or approximately $2.5 million in the aggregate.  The closing of the transaction contemplated by the 2010 Purchase Agreement occurred on October 12, 2010.

Pursuant to a Securities Purchase Agreement, dated May 15, 2012, by and among the Company and the Funds (the "2012 Purchase Agreement"), the Funds purchased an aggregate of 56,747 shares of Class A Common Stock from the Company at a purchase price of $12.00 per share of Class A Common Stock or approximately $0.7 million in the aggregate.  In the 2012 Purchase Agreement, the Funds purchased an aggregate of 397,233 shares of Class B Common Stock from the Company at a purchase price of $12.00 per share of Class B Common Stock or approximately $4.8 million in the aggregate.  The closing of the transaction contemplated by the 2012 Purchase Agreement occurred on May 15, 2012.

The Funds' purchases were initially made with working capital of the Funds through a line of credit in the normal course of business; the line of credit was then paid down from the proceeds from investor capital calls.

In addition to the Class A Common Stock and Class B Common Stock owned by the Patriot Financial Group, Michael B. High, a representative of the Patriot Financial Group serving as a director of the Company, owns 200 shares of Class A Common Stock to satisfy the minimum equity interest required of bank directors by state banking regulations.  Mr. High's 200 shares are excluded from the totals attributed to the Patriot Financial Group herein.

On November 10, 2015, the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with the underwriters named therein (the "Underwriters") and a group of selling shareholders, of which the Funds were members (the "Selling Shareholders"), in connection with the Issuer's initial public offering (the "Initial Public Offering").  Pursuant to the Underwriting Agreement, the Company and the Selling Shareholders granted the Underwriters an option (the "Purchase Option") to purchase up to 291,000 additional shares of Class A Common Stock.

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On November 16, 2015, the Issuer completed the Initial Public Offering in which the Company issued 1,650,000 shares of Class A Common Stock and the Selling Shareholders sold 290,000 shares of Class A Common Stock to the public (which included 273,000 shares of Class A Common Stock issuable upon the automatic conversion of an equal number of shares of Class B Common Stock as a result of the Initial Public Offering).

On November 16, 2015, the Company announced that the Underwriters exercised the Purchase Option in full, purchasing 291,000 shares of Class A Common Stock from the Company.

Patriot sold 100,000 shares of Class A Common Stock (the 100,000 shares of Class A Common Stock was comprised of 100,000 shares of Class A Common Stock that were issued upon the automatic conversion of an equal number of shares of Class B Common Stock as a result of the offering) and received net proceeds of approximately $2.25 million in the Initial Public Offering. As of the date of this filing, Patriot Financial Group beneficially owned 472,000 shares of Class A Common Stock and 551,439 shares of Class B Common Stock.  The Patriot Fund owned 402,473 shares of Class A Common Stock and the Patriot Parallel Fund owned 69,527 shares of Class A Common Stock. The Patriot Fund owned 470,212 shares of Class B Common Stock and the Patriot Parallel Fund owned 81,227 shares of Class B Common Stock.

Item 4.  Purpose of Transaction

 

The shares of Class A Common Stock and the Class B Common Stock were acquired for investment purposes to profit from the appreciation in the market price of the Class A Common Stock and the Class B Common Stock and through the payment of dividends, if any.

While the Patriot Financial Group intends to exercise its rights as a stockholder, no member thereof currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, other than purchases in the open market in the normal course of business; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, 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 Company; (f) any other material change in the Company's business or corporate structure; (g) any change in the Company's charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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.

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Item 5.

Interest in Securities of the Issuer

The percentages used in this Schedule 13D are based upon 7,150,017 outstanding shares of Class A Common Stock reported in the Company's Quarterly Report on From 10-Q for the quarter ended September 30, 2015.

 (a) - (b) Patriot Fund possesses shared voting and dispositive power and beneficially owns 402,473 shares, or 5.63%, of the outstanding Class A Common Stock.

Patriot Parallel Fund possesses shared voting and dispositive power and beneficially owns 69,527 shares, or 0.97%, of the outstanding Class A Common Stock.

(e)	Not applicable.

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CUSIP No. 29460X109

13D

Page 13 of 16 Pages

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As of the date of this Schedule 13D, other than (i) the Joint Filing Agreement, which is attached as Exhibit 1 hereto, (ii) the Underwriting Agreement, which is included as Exhibit 2 hereto, and (iii) the Lock-Up Agreement entered into by the Funds in connection with the Underwriting Agreement and the Initial Public Offering, none of the Patriot Financial Group is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Class A Common Stock or Class B Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Class A Common Stock or the Class B Common Stock.

In connection with the Underwriting Agreement and the Initial Public Offering, the Funds entered into a Lock-Up Agreement with the Underwriters. Under the Lock-Up Agreement, for a period of 180 days after the date of the Underwriting Agreement (November 10, 2015), the Funds may not, without the prior written approval of the Underwriters, subject to limited exceptions, (i) offer, pledge, sell, contract to sell, sell any options or contract to purchase, purchase any options or contract to sell, grant any options, right or warrant for the sale of, or otherwise dispose of or transfer any of the Class A Common Stock or Class B Common Stock or any securities convertible into or exchangeable or exercisable for Class A Common Stock or Class B Common Stock, whether owned or acquired or with respect to which the Funds has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act, with respect to any of the foregoing; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Class A Common Stock or Class B Common Stock, whether any such swap or transaction is to be settled by delivery of Class A Common Stock or Class B Common Stock or other securities, in cash or otherwise.

Item 7.

Material to Be Filed as Exhibits

1	Joint Filing Agreement

2	Form of Underwriting Agreement*

3	Form of Lock-Up Agreement*

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*	Incorporated by reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 filed by Equity Bancshares, Inc. (Commission File No. 333-207351) on November 2, 2015.

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CUSIP No. 29460X109

13D

Page 14 of 16 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	PATRIOT FINANCIAL PARTNERS GP, LLC
	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, a member
	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff

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CUSIP No. 29460X109

13D

Page 15 of 16 Pages

 

No.

Exhibit

 

 

CUSIP No. 29460X109

13D

Page 16 of 16 Pages