You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Endicott Opportunity Partners III | 0 | 1,199,032 | 0 | 1,199,032 | 1,199,032 | 9.80% |
| Endicott Management Company | 0 | 1,199,032 | 0 | 1,199,032 | 1,199,032 | 9.80% |
| W.R. Endicott III | 0 | 1,199,032 | 0 | 1,199,032 | 1,199,032 | 9.80% |
| Wayne K. Goldstein (in the capacity described herein) | 0 | 1,199,032 | 0 | 1,199,032 | 1,199,032 | 9.80% |
| Robert I. Usdan (in the capacity described herein) | 0 | 1,199,032 | 0 | 1,199,032 | 1,199,032 | 9.80% |
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Page 1 of 11 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
| WashingtonFirst | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 940730104 | |
| (CUSIP Number) | |
| Bradley E. Maneely Chief Financial Officer Chief Compliance Officer The Endicott Group 570 Lexington Avenue, 37th Floor New York, NY 10022 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| May 15, 2017 | |
| (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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [X ]
(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 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).
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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON Endicott Opportunity Partners III, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,199,032 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,199,032 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,199,032 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 3 of 11 – SEC Filing
| 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 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,199,032 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,199,032 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,199,032 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON W.R. Endicott III, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,199,032 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,199,032 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,199,032 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
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Page 5 of 11 – SEC Filing
| 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 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,199,032 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,199,032 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,199,032 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 6 of 11 – SEC Filing
| 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 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,199,032 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,199,032 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,199,032 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 7 of 11 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of voting common stock, par value $0.01 per share, (the “Common Stock”), of WashingtonFirst Bankshares, Inc. a Virginia corporation (the “Issuer”). The Issuer’s principal executive offices are located at 11921 Freedom Drive, Suite 250, Reston, Virginia 20190. |
| Item 2. | IDENTITY AND BACKGROUND |
| (a) | This statement is filed by: (i) Endicott Opportunity Partners III, L.P., a Delaware limited (ii) Endicott Management Company, a Delaware S-Corporation (“EMC”) (iii) W.R. Endicott III, L.L.C. a Delaware limited liability company (iv) Wayne K. Goldstein (“Mr. Goldstein”), who (v) Robert I. Usdan (“Mr. Usdan”), who serves The foregoing persons are hereinafter sometimes collectively referred The filing of this statement should not be construed as an admission |
| (b) | The address of the business office of each of the Reporting Persons is 570 Lexington Avenue, 37th Floor, New York, NY 10022. |
| (c) | The principal business of each of the Reporting Persons is investment and/or investment management. |
| (d) & (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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Page 8 of 11 – SEC Filing
| (f) | EOP III is a Delaware limited partnership. WR III LLC is a Delaware limited liability company. EMC is a Delaware S-Corporation. Each of Mr. Goldstein and Mr. Usdan is a United States citizen. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Funds for the purchase of the Common Stock were derived from the working capital of EOP III. A total of $11,704,211.49 was paid to acquire the Common Stock reported herein. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the shares of Common Stock On May 15, 2017 Sandy Spring Bancorp, Inc. (“Sandy The Reporting Persons intend to review their investments Except to the extent the foregoing may be deemed a plan or proposal, |
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Page 9 of 11 – SEC Filing
| 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 12,238,573 shares of Common Stock outstanding as of May 10, 2017 as reported in the Merger Agreement, filed as Exhibit 2.1 to the Form 8-K filed by the Issuer with the SEC on May 18, 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) | Except as disclosed in this Schedule 13D, 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. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| The Reporting Persons are parties to an agreement with respect to The Reporting Persons also hold 132,747 shares of non-voting common Except as otherwise described herein or in Item 4 of this Schedule |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. |
| Exhibit 2 | Voting Agreement, dated May 15, 2017, incorporated herein by reference to Exhibit 10.25 to the Issuer’s Form 8-K, filed on May 18, 2017. |
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Page 10 of 11 – SEC Filing
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: May 25, 2017
| ENDICOTT OPPORTUNITY PARTNERS III, L.P. | ||
| By: W.R. Endicott III, L.L.C., its general partner | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Managing Member | ||
| W.R. ENDICOTT III, L.L.C. | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Managing Member | ||
| ENDICOTT MANAGEMENT COMPANY | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Authorized Signatory | ||
| /s/ Wayne K. Goldstein | ||
| WAYNE K. GOLDSTEIN | ||
| /s/ Robert I. Usdan | ||
| ROBERT I. USDAN |
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Page 11 of 11 – SEC Filing
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D 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: May 25, 2017
| ENDICOTT OPPORTUNITY PARTNERS III, L.P. | ||
| By: W.R. Endicott III, L.L.C., its general partner | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Managing Member | ||
| W.R. ENDICOTT III, L.L.C. | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Managing Member | ||
| ENDICOTT MANAGEMENT COMPANY | ||
| /s/ Wayne K. Goldstein | ||
| Name: Wayne K. Goldstein | ||
| Title: Authorized Signatory | ||
| /s/ Wayne K. Goldstein | ||
| WAYNE K. GOLDSTEIN | ||
| /s/ Robert I. Usdan | ||
| ROBERT I. USDAN |
