13D Filing: Endicott Management and Metropolitan Bank Holding Corp (MCB)

Page 9 of 11

Page 9 of 11 – SEC Filing

The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, subject to any applicable terms of the Investor Rights Letter Agreement or Registration Rights Agreement, the Reporting Persons may, from time to time and at any time, purchase additional securities of the Issuer, sell securities of the Issuer, enter into financial instruments or other agreements relating to their investment, engage in hedging or similar transactions with respect to such holdings and/or otherwise change their intention with respect to any and all matters referred to herein.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The foregoing descriptions of the Investor Rights Letter Agreement and Registration Rights Agreement are qualified in their entirety by reference to the full text of the Investor Rights Letter Agreement and Registration Rights Agreement, which are referenced as Exhibits 2 and 3 hereto, respectively.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common
Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons. The percentages reported in this
Schedule 13D are calculated based upon the 8,198,012 shares of Common Stock reported to be outstanding in the Issuer’s prospectus
filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the “SEC“) on November 8, 2017 2017
after giving effect to the completion of the offering (the “IPO“) and the full exercise of the underwriters’
over-allotment option, as described therein and in the Issuer’s Current Report on Form 8-K filed with the SEC on November
13, 2017.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) EOP IV purchased 200,000 shares of Common Stock at $35 per shares in the IPO. Except as disclosed in the immediately
preceding sentence, there have been no transactions with respect to the shares of Common Stock during the sixty days prior to the
date of this Schedule 13D by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.

Follow Metropolitan Bank Holding Corp. (NYSE:MCB)

Page 9 of 11