0001754027-22-000003.txt : 20220215 0001754027-22-000003.hdr.sgml : 20220215 20220214193503 ACCESSION NUMBER: 0001754027-22-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Bancorp Inc CENTRAL INDEX KEY: 0001419536 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 522083046 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90870 FILM NUMBER: 22636341 BUSINESS ADDRESS: STREET 1: One Church Street STREET 2: Suite 300 CITY: Rockville STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 868-8848 MAIL ADDRESS: STREET 1: One Church Street STREET 2: Suite 300 CITY: Rockville STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Whalen James F. CENTRAL INDEX KEY: 0001754027 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: ONE CHURCH STREET CITY: ROCKVILLE STATE: MD ZIP: 20850 SC 13G/A 1 capital-schedule13gxjwhale.htm SC 13G/A Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


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SCHEDULE 13G/A
(Amendment No. 2)

Under the Securities Exchange Act of 1934

                CAPITAL BANCORP, INC.                
(Name of Issuer)

                Common Stock, par value $0.01 per share                
(Title of Class of Securities)

                        139737100                        
(CUSIP Number)


                     December 31, 2021                        
(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)
Rule 13d-1(c)
Rule 13d-1(d)

* 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. 139737100
13GPage 2 of 6 Pages


1

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
    James F. Whalen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)
                                        (b)

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION                    USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER 657,366
6
SHARED VOTING POWER    304,451
7
SOLE DISPOSITIVE POWER 657,366
8
SHARED DISPOSITIVE POWER    304,451

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    961,817

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.89%

12

TYPE OF REPORTING PERSON    IN



    2


CUSIP No. 139737100
13GPage 3 of 6 Pages

Item 1. Security and Issuer.

(a)    Name of Issuer:
    Capital Bancorp, Inc.

(b)    Address of Issuer’s Principal Executive Offices:
    2275 Research Boulevard, Suite 600, Rockville, MD 20850

Item 2. Identity and Background.

(a)    Name of Person Filing
James F. Whalen

(b)    Address of Principal Business Office or, if none, Residence:
2275 Research Boulevard, Suite 600
Rockville, MD 20850

(c)    Citizenship
Mr. Whalen is an individual residing in the State of Maryland.

(d)    Title and Class of Securities
    Common stock, par value $0.01 per share

(e)    CUSIP Number
    139737100

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)     Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)     An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)     A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)     A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)     A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)     Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.


    3



CUSIP No. 139737100
13GPage 4 of 6 Pages

Item 4. Ownership

(a)    Amount beneficially owned:                    961,817(1)
(b)    Percent of class:                         6.89%(2)
(c)    Number of shares as to which such person has:
    (i)    Sole power to vote or direct the vote:            657,366
    (ii)    Shared power to vote or direct the vote:            304,451
    (iii)    Sole power to dispose or to direct the disposition of:    657,366
    (iv)    Shared power to dispose or to direct the disposition of:    304,451

(1) The amount reported includes:

(a) 15,023 shares of common stock, par value $0.01 per share (“Common Stock”) directly held by the reporting person over which the reporting person has sole voting and dispositive power;

(b) 614,754 shares of Common Stock held by the James F. Whalen Revocable Trust over which the reporting person has sole voting and dispositive power;

(c) 58,400 shares of Common Stock held by Millennium Trust Company, LLC FBO James Whalen over which the reporting person shares voting and dispositive power;

(d) 240,409 shares of Common Stock held by the Whalen Family, LLC and that the reporting person shares voting and dispositive power;

(e) 2,821 shares of Common Stock held by NMW Investments, LLC and that the reporting person shares voting and dispositive power;

(f) 2,821 shares of Common Stock held by KAW Investments, LLC and that the reporting person shares voting and dispositive power; and

(g) 27,589 shares of Common Stock underlying options that are currently exercisable or are exercisable within 60 days of December 31, 2021 that the reporting person is deemed to have sole voting and dispositive power.

(2) All shares beneficially owned by the reporting person represent 6.89% of the outstanding Common Stock of the Issuer based on 13,962,334 shares of Common Stock outstanding as of December 31, 2021.

Excludes 12,811 shares of Common Stock underlying options that are subject to vesting.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable.

Item 8. Identification and Classification of Members of the Group:

Not Applicable.

CUSIP No. 139737100
13GPage 5 of 6 Pages


Item 9. Notice of Dissolution of Group:

Not Applicable.

    4


Item 10. Certification

Not Applicable.

    5


CUSIP No. 139737100
13GPage 6 of 6 Pages

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.

February 14, 2022


 /s/ James F. Whalen    
James F. Whalen

[Signature Page to Schedule 13G]
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