SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BNC BANCORP
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
05566T101
(CUSIP Number)
EZRA S. BERGER
AQUILINE CAPITAL PARTNERS LLC
535 MADISON AVENUE
NEW YORK, NY 10022
(212) 624-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)
Copy to:
MARK J. MENTING, ESQ.
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NY 10004
(212) 558-4000
June 8, 2012
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 2 Pages)
* | The remainder of this cover page shall be filled out for a reporting persons 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. |
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 (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).
CUSIP NO. 05566T101 | Schedule 13D/A No. 4 |
This Amendment No. 4 to Schedule 13D (this Amendment) amends and supplements the Statement of Beneficial Ownership on Schedule 13D, filed on June 24, 2010, as amended by the first amendment thereto, filed on April 11, 2011, by the second amendment thereto, filed on April 4, 2012 and by the third amendment thereto, filed on June 4, 2012 (the Prior Statements). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Prior Statements. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Statement.
Item 3. Source and Amount of Funds or Other Consideration
The funds used by Aquiline BNC Holdings LLC for the transaction described below were obtained from working capital.
Item 4. Purpose of the Transaction
On June 8, 2012, pursuant to the Securities Purchase Agreement, Aquiline BNC Holdings LLC acquired 21,115 shares of BNCs Series B-1 Preferred Stock and 4,300 shares of Series C Preferred Stock for an aggregate purchase price of $25,415,000 in cash. Aquiline BNC Holdings LLCs acquisition of the Series B-1 Preferred Stock and Series C Preferred Stock was part of private placement that totaled $72,500,000.
CUSIP NO. 05566T101 | Schedule 13D/A No. 4 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2012
Aquiline BNC Holdings LLC | ||||
By: | Aquiline Financial Services Fund L.P. | |||
By: | Aquiline Capital Partners GP LLC, general partner of Aquiline Financial Services Fund L.P. | |||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Financial Services Fund L.P. | ||||
By: | Aquiline Capital Partners GP LLC, general partner of Aquiline Financial Services Fund L.P. | |||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Capital Partners GP LLC | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Holdings II LLC | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory |
CUSIP NO. 05566T101 | Schedule 13D/A No. 4 |
Aquiline Financial Services Fund (Offshore) L.P. | ||||
By: | Aquiline Capital Partners GP (Offshore) Ltd., general partner of Aquiline Financial Services Fund (Offshore) L.P. | |||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Capital Partners GP (Offshore) Ltd. | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Capital Partners LLC | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Holdings LLC | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Holdings LP | ||||
By: | Aquiline Holdings GP Inc., general partner of Aquiline Holdings LP | |||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory |
CUSIP NO. 05566T101 | Schedule 13D/A No. 4 |
Aquiline Holdings GP Inc. | ||||
By: | /s/ Sandra Wijnberg | |||
Name: | Sandra Wijnberg | |||
Title: | Authorized Signatory | |||
Aquiline Holdings (Offshore) L.P. | ||||
By: | Aquiline Holdings GP (Offshore) Ltd., general partner of Aquiline Holdings (Offshore) L.P. | |||
By: | /s/ Jeffrey Greenberg | |||
Name: | Jeffrey Greenberg | |||
Title: | Authorized Signatory | |||
Aquiline Holdings GP (Offshore) Ltd. | ||||
By: | /s/ Jeffrey Greenberg | |||
Name: | Jeffrey Greenberg | |||
Title: | Authorized Signatory | |||
Jeffrey Greenberg | ||||
/s/ Jeffrey Greenberg | ||||
Jeffrey Greenberg |