SC 13G 1 p15-1405sc13g.htm CAROLINA BANK HOLDINGS

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
*
 

Carolina Bank Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $1.00

(Title of Class of Securities)
 

143785103

(CUSIP Number)
 

May 22, 2015

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 14378510313GPage 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

Endicott Opportunity Partners IV, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

256,915

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

256,915

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,915

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.15%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 14378510313GPage 3 of 11 Pages

 

1

NAME OF REPORTING PERSON

Endicott Management Company

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

256,915

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

256,915

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,915

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.15%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 14378510313GPage 4 of 11 Pages

 

1

NAME OF REPORTING PERSON

W.R. Endicott IV, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

256,915

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

256,915

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,915

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.15%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 14378510313GPage 5 of 11 Pages

 

1

NAME OF REPORTING PERSON

Wayne K. Goldstein (in the capacity described herein)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

256,915

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

256,915

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,915

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.15%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 14378510313GPage 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

Robert I. Usdan (in the capacity described herein)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

256,915

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

256,915

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,915

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.15%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 14378510313GPage 7 of 11 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Carolina Bank Holdings, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 101 North Spring Street, Greensboro, North Carolina.

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:
   
  (i) Endicott Opportunity Partners IV, L.P., a Delaware limited partnership ("EOP IV"), with respect to Shares directly owned by EOP IV;
   
  (ii) W.R. Endicott IV, L.L.C. a Delaware limited liability company ("WR IV LLC") and general partner of EOP IV, with respect to Shares directly owned by EOP IV;
   
  (iii) Endicott Management Company, a Delaware S-Corporation ("EMC") and Investment Manager to EOP IV, with respect to Shares directly owned by EOP IV;
   
  (iv) Wayne K. Goldstein ("Mr. Goldstein"), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to Shares directly owned by EOP IV; and
   
  (v) Robert I. Usdan ("Mr. Usdan"), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to Shares directly owned by EOP IV.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the principal business offices of each of:  (i) EOP IV; (ii) WR IV LLC; (iii) EMC; (iv) Mr. Goldstein; and (v) Mr. Usdan is 570 Lexington Ave, 37th Floor, New York, NY 10022.
   

 

 
CUSIP No. 14378510313GPage 8 of 11 Pages

 

Item 2(c). CITIZENSHIP
 

EOP IV - a Delaware limited partnership

WR IV LLC - a Delaware limited liability company

EMC - a Delaware S-Corporation

Mr. Goldstein - United States

Mr. Usdan - United States

   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $1.00 (the "Shares")
   

 

Item 2(e). CUSIP NUMBER
  143785103
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

 
CUSIP No. 14378510313GPage 9 of 11 Pages

 

Item 4. OWNERSHIP
 

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

The Company’s Form S-1/A filed with the Securities and Exchange Commission June 4, 2015 indicated that the total number of outstanding shares of Common Stock as of May 26, 2015 was 4,984,680. The percentage used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.

   

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 

EOP IV is a private investment partnership, the general partner of which is WR IV LLC. As the general partner of EOP IV, WR IV LLC has the power to vote and dispose of the securities owned by EOP IV and, accordingly, may be deemed the "beneficial owner" of such securities.

The managing members of WR IV LLC are Mr. Goldstein and Mr. Usdan.

EMC, the Investment Manager of EOP IV has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by EOP IV, and accordingly may be deemed the "beneficial owner" of such shares of Common Stock.

The limited partners and the general partners of EOP IV have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of EOP IV in accordance with their ownership interests in such entities.

   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
   

 

 
CUSIP No. 14378510313GPage 10 of 11 Pages

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   

 

SIGNATURES

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

DATE: June 5, 2015

 

   
  ENDICOTT OPPORTUNITY PARTNERS IV, L.P.
  BY: W.R. Endicott IV, L.L.C.
    its general partner
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Managing Member
   
  W.R. ENDICOTT IV, L.L.C.
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Managing Member
   
  ENDICOTT MANAGEMENT COMPANY
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Authorized Signatory
   
   
  WAYNE K. GOLDSTEIN, INDIVIDUALLY
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
   
   
  ROBERT I. USDAN, INDIVIDUALLY
   
  BY:

/s/ Robert I. Usdan

    Robert I. Usdan
   
 
CUSIP No. 14378510313GPage 11 of 11 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: June 5, 2015

 

   
  ENDICOTT OPPORTUNITY PARTNERS IV, L.P.
  BY: W.R. Endicott IV, L.L.C.
    its general partner
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Managing Member
   
  W.R. ENDICOTT IV, L.L.C.
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Managing Member
   
  ENDICOTT MANAGEMENT COMPANY
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
    Authorized Signatory
   
   
  WAYNE K. GOLDSTEIN, INDIVIDUALLY
   
  BY:

/s/ Wayne K. Goldstein

    Wayne K. Goldstein
   
   
  ROBERT I. USDAN, INDIVIDUALLY
   
  BY:

/s/ Robert I. Usdan

    Robert I. Usdan