13D Filing: Maltese Capital Management Llc and American River Bankshares (NASDAQ:AMRB)

Item 4.    Purpose of Transaction.

The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares, voting for or against and expressing support for or against the proposals of the board of directors of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5.    Interest in Securities of the Issuer.

(a)-(b)    Based upon an aggregate of 6,679,909 Shares outstanding, as determined by the Issuer’s most recently available Form 10-K, as of the close of business on February 22, 2017:

(ii)

Holdings owned directly no shares of Common Stock. By reason of its position as general partner of certain private investment funds, Holdings may be deemed to beneficially own 314,863 Shares, constituting approximately 4.71% of the Shares outstanding. Holdings does not have the sole power to vote or direct the vote of any Shares. Holdings has the shared power to vote or direct the vote of 314,863 Shares. Holdings does not have the sole power to dispose or direct the disposition of any Shares. Holdings has the shared power to dispose or direct the disposition of 314,863 Shares.

(c)	The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.

(d)

N/A

(e)	Holdings ceased to be the beneficial owner of more than five percent of the Shares outstanding as of March 13, 2017.