0001104659-18-026198.txt : 20180424 0001104659-18-026198.hdr.sgml : 20180424 20180424163901 ACCESSION NUMBER: 0001104659-18-026198 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180424 DATE AS OF CHANGE: 20180424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79241 FILM NUMBER: 18771850 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: H Bancorp LLC CENTRAL INDEX KEY: 0001607768 IRS NUMBER: 364081807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7151 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 202-256-4825 MAIL ADDRESS: STREET 1: 7151 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 SC 13D 1 a18-12101_1sc13d.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Old Line Bancshares, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

67984M100

(CUSIP Number)

 

Eric D. Hovde

122 W. Washington Avenue

Suite 350

Madison, WI 53703

608-255-5175

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 13, 2018

(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. o

 

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.

 

* 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.

 

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.   67984M100

 

 

1.

Names of Reporting Persons
H Bancorp LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
1,134,702

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,134,702

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,702

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.7%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2


 

Item 1.

Security and Issuer

 

 

 

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of Old Line Bancshares, Inc., a Maryland Corporation, (the “Issuer”).  The principal executive offices of the Issuer are located at 1525 Pointer Ridge Place, Bowie, Maryland 20716.

 

 

Item 2.

Identity and Background

 

 

 

(a)            This Schedule 13D/A is being filed by H Bancorp LLC, a Delaware limited liability company.

 

(b)             H Bancorp LLC’s principal address is c/o Sunwest Bank, 2050 Main Street, Suite 300, Irvine, CA 92614.

 

(c)             H Bancorp LLC is a $1.7 billion private bank holding company with banking operations on both the east and the west coasts of the United States.

 

(d)              During the last five years, H Bancorp LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)              During the last five years, H Bancorp LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

In connection with the merger (the “Merger”) of Bay Bancorp, Inc. (“BYBK”) with and into the Issuer on April 13, 2018, pursuant to the Agreement and Plan of Merger, dated as of September 27, 2017, by and between the Issuer and BYBK (the “Merger Agreement”), H Bancorp LLC received 1,134,702 shares of Common Stock upon the consummation of the Merger.  H Bancorp LLC received its shares of BYBK common stock from its individual members as non-cash capital contributions.

 

 

Item 4.

Purpose of Transaction

 

 

Except as otherwise set forth herein, H Bancorp LLC does not have any plans or proposals that would result in:

 

(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)           A sale or transfer of a material amount of assets of the Issuer of any of its subsidiaries;

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, except as described above;

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

(f)           Any other material change in the Issuer’s business or corporate structure;

(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be 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 Act; or

(j)            Any action similar to any of those enumerated above.

 

3


 

Item 5.

Interest in Securities of the Issuer

 

 

 

a)             H Bancorp LLC is deemed to be the beneficial owner of 1,134,702 shares of Common Stock, constituting 6.7% of the outstanding shares of Common Stock.

 

b)             H Bancorp LLC has the sole power to vote or direct the vote, and dispose or direct the disposition, of 1,134,702 shares of Common Stock.  This power is exercised by its Chairman and Chief Executive Officer, Eric D. Hovde.

 

c)              Other than the acquisition of the shares of Common Stock in the Merger as reported in this Schedule 13D, H Bancorp LLC has not effected any transactions in the Common Stock in the past 60 days.

 

d)             To H Bancorp LLC’s knowledge, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares owned directly by H Bancorp LLC, other than H Bancorp LLC.

 

e)              Not applicable.

 

 

Item 6.

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

 

 

 

H Bancorp LLC’s Chairman and Chief Executive Officer, Eric D. Hovde, is a member of the Issuer’s Board of Directors.  As a Director, Mr. Hovde is eligible to be granted equity awards under the Issuer’s 2010 Equity Compensation Plan or any equity compensation plan the Issuer may adopt in the future, but any such grant would be at the option of administrator of such plans.  Otherwise, H Bancorp LLC is not a party to any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. 

 

 

Item 7.

Material to be Filed as Exhibits

 

 

 

None.

 

4


 

Signature

 

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

 

 

April 23, 2018

 

Date

 


/s/ Eric D. Hovde

 

Signature

 


Eric D. Hovde, Chairman and Chief Executive Officer

 

Name

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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