8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 24, 2016 (June 21, 2016)

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

Massachusetts	001-33912	04-3308902
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

222 Merrimack Street
Lowell, Massachusetts	01852
(address of principal executive offices)	(Zip Code)

(978) 459-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On June 21, 2016, Enterprise Bancorp, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the completion of its combined shareholder subscription rights offering and supplemental community offering (together, the “Offerings”). The Company sold 930,232 shares of common stock in the Offerings at $21.50 per share, resulting in $20.0 million in new capital ($19.7 million, net of offering expenses).

Item 9.01Financial Statements and Exhibits

(d)The following exhibit is included with this report:

Exhibit 5.1 Opinion of Nelson Mullins Riley & Scarborough LLP

Exhibit 23.1 Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)

Exhibit 99.1 Press release dated June 21, 2016

[Remainder of Page Intentionally Blank]

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERPRISE BANCORP, INC.
Date: June 24, 2016	By:	/s/ James A. Marcotte
		James A. Marcotte
		Executive Vice President, Treasurer and Chief Financial Officer

EX-5.1

Exhibit 5.1 With offices in the District of Columbia, Florida, Georgia, Massachusetts, New York, North Carolina, South Carolina, Tennessee and West Virginia Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law 104 South Main Street / Ninth Floor / Greenville, SC 29601 Tel: 864.250.2300 Fax: 864.232.2925 www.nelsonmullins.com June 24, 2016 Board of Directors Enterprise Bancorp, Inc. 222 Merrimack Street Lowell, Massachusetts 01852 Re: Registration Statement on Form S-3 of Enterprise Bancorp, Inc. (No. 333-190017) Dear Ladies and Gentlemen: This opinion is furnished to you in connection with the above-referenced registration statement on Form S- 3 (the “Registration Statement”) and the prospectus supplement dated April 21, 2016 (the “Prospectus”). The Prospectus relates to an offering by Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), to its shareholders of record as of April 19, 2016 of non-transferable subscription rights (the “Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company at a price of $21.50 per share (the “Rights Offering”), and an offering by the Company to the public of the shares of Common Stock offered but not subscribed for in the Rights Offering at a price of $21.50 per share (the “Supplemental Community Offering”). No more than an aggregate of 930,232 shares of Common Stock may be issued and sold by the Company in connection with the Rights Offering and the Supplemental Community Offering (the “Shares”), which Shares are covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus. We have acted as special counsel for the Company in connection with its registered offering of the Shares. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) the Amended and Restated Articles of Organization of the Company filed with the Massachusetts Secretary of the Commonwealth on June 4, 2013; (b) the Amended and Restated Bylaws of the Company adopted by the Board of Directors of the Company on January 15, 2013; (c) the Registration Statement, including the Prospectus; (d) a specimen certificate representing the Rights; (e) a specimen certificate representing the Shares; and (f) certain resolutions adopted by the Board of Directors of the Company with respect to the Rights Offering, the Supplemental Community Offering and the issuance of the Shares. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures (other than persons signing on behalf of the Company), (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, and (vi) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein. Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Massachusetts Business Corporation Act, as amended (including the statutory provisions and reported judicial decisions interpreting the foregoing), as of the date hereof. Our opinion expressed herein is as of the date hereof, and we assume no obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof. Based upon and subject to the foregoing, we are of the opinion that: 1. the Rights have been duly authorized by all necessary corporate action of the Company, have been validly issued and constitute the valid and legally binding obligations of the Company, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors' rights generally and general principles of equity; and 2. the Shares have been duly authorized by all necessary corporate action of the Company and, upon issuance and delivery against payment therefor in accordance with the terms of the Rights Offering, upon the exercise of the Rights, and the Supplemental Community Offering as described in the Prospectus, the Shares will be validly issued, fully paid and non-assessable. This opinion letter is provided for use solely in connection with the offer and sale of the Shares while the Registration Statement remains effective, and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. No opinion may be implied or inferred beyond the opinion expressly stated above. We hereby consent to your filing of this opinion with Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus contained therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC adopted under the Securities Act. Sincerely, Nelson Mullins Riley & Scarborough LLP

EX-99.1

EXHIBIT 99.1

ENTERPRISE BANCORP, INC. ANNOUNCES SUCCESSFUL COMPLETION OF ITS

$20 MILLION RIGHTS AND COMMUNITY-BASED COMMON STOCK OFFERINGS

Lowell, Mass (June 21, 2016) - Enterprise Bancorp, Inc. (the “Company” or “Enterprise”) (NASDAQ: EBTC), parent of Enterprise Bank, is pleased to announce that it has successfully completed its combined shareholder subscription rights offering and supplemental community offering (together, the “Offerings”) and has raised $20.0 million in new capital ($19.7 million, net of offering expenses). The initial terms of the Offerings were to raise up to $10.0 million, with Enterprise having the discretion to increase the offerings up to a maximum amount of $12.0 million. Enterprise subsequently increased the maximum size of the Offerings to $20.0 million in order to satisfy investor demand in the community offering.

Chief Executive Officer Jack Clancy commented, “We are extremely pleased with the results of the Offerings, which due to strong investor demand were oversubscribed. We are very gratified with our shareholders’ and the community’s response and support. We believe that this new capital positions us well to maintain our history of strong organic growth and to seize strategic opportunities that may periodically arise.”

Mr. Clancy further commented, “By raising capital from existing shareholders and throughout our communities, the ownership interest resides locally. We consider this to be a critical attribute of a genuine community bank.”

Chairman of the Board George Duncan added, “Similar to our offering in 2009, and when we started the bank 28 years ago, we felt it was important to raise this capital in the local communities in which we operate.  Local ownership has been, and will continue to be, an important part of our growth and success. We are very appreciative of the great faith and confidence the community has demonstrated by supporting the Offerings.”

All 930,232 shares sold by Enterprise in the Offerings were priced at $21.50 per share. The Offerings commenced on April 21, 2016, with the shareholder subscription rights offering expiring on May 27, 2016 and the supplemental community offering expiring on June 10, 2016. We expect that the shares of our common stock purchased in the Offerings will be delivered to shareholders and new investors on or about June 24, 2016.

Enterprise Bancorp, Inc. is a Massachusetts corporation that conducts substantially all of its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank. The Company is principally engaged in the business of attracting deposits from the general public and investing in commercial loans and investment securities. Through Enterprise Bank and its subsidiaries, the Company offers a range of commercial and consumer loan products, and deposit and cash management services. The Company also offers investment advisory and wealth management, trust, and insurance services. The Company’s headquarters and the bank's main office are located at 222 Merrimack Street in Lowell, Massachusetts. The Company’s primary market area is the greater Merrimack Valley and North Central regions of Massachusetts and Southern New Hampshire. Enterprise Bank has 22 full-service branch offices located in the Massachusetts communities of Lowell, Acton, Andover, Billerica,

Chelmsford, Dracut, Fitchburg, Lawrence, Leominster, Methuen, Tewksbury, Tyngsborough and Westford and in the New Hampshire communities of Derry, Hudson, Nashua, Pelham and Salem. The Company anticipates that its second branch in Nashua, NH will open shortly. The Company is also in the process of obtaining regulatory approvals to establish a branch in Windham, NH and anticipates that the office will open in the spring of 2017.

The above text contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by reference to a future period or periods or by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” “plan,” and other similar terms or expressions. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors,

some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance, and achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, competition, and the receipt of required regulatory approvals. For more information about these factors, please see our reports filed with or furnished to the SEC, including our most recent Annual Report on Form 10-K on file with the SEC, including the section entitled “Risk Factors.” Any forward-looking statements contained in this press release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by applicable law.