Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Castle Creek Capital Partners VI, LP

6051 El Tordo

PO Box 1329

Rancho Santa Fe, CA 92067

858-756-8300

 

Copy to:

 

John M. Eggemeyer

c/o Castle Creek Capital

6051 El Tordo

P.O. Box 1329

Rancho Santa Fe, CA 92067

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

(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

 

* The remainder of this cover page shall be filled out for a reporting persons 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 (the 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).

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1	NAME OF REPORTING PERSONS Castle Creek Capital Partners VI, LP
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) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 0
		8	SHARED VOTING POWER 1,866,648 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,866,648 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,866,648 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% (1)
14	TYPE OF REPORTING PERSON (See Instructions) PN (Limited Partnership)

 

(1)                                 The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

 

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1	NAME OF REPORTING PERSONS Castle Creek Capital VI 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) WC/AF
5	CHECK IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  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 1,866,648 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,866,648 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,866,648 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO (Limited Liability Company), HC (Control Person)

 

(1)                                 The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

 

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This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Schedule 13D filed on April 20, 2020 (the Schedule 13D) with the U.S. Securities and Exchange Commission (the SEC), relating to the shares of voting common stock, no par value (Common Stock), of Riverview Financial Corporation (the Issuer or the Company).  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.

 

Item 3.                                                         Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

Fund VI engaged in various open-market, broker acquisitions of additional shares of Common Stock, acquiring an aggregate of 215,183 shares of Common Stock at an aggregate cost of approximately $1,510,080.  Such shares were acquired using cash on hand.

 

Item 4.                                                         Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

 

Fund VI continues to evaluate the desirability of acquiring additional shares of Common Stock and may engage in such acquisitions at any time, subject to the limitations described in the Schedule 13D.

 

Item 5.                                                         Interest in Securities of the Issuer

 

Item 5 (a) - (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) and (b)

 

Reporting Person		Amount Beneficially Owned		Percent of Class (2)		Sole Power to Vote or Direct the Vote		Shared Power to Vote or Direct the Vote		Sole Power to Dispose or to Direct the Disposition		Shared Power to Dispose or Direct the Disposition
Castle Creek Capital Partners VI, LP		1,866,648		20.2	%	0		1,866,648		0		1,866,648
Castle Creek Capital VI LLC (1)		1,866,648		20.2	%	0		1,866,648		0		1,866,648

 

(1)                                 CCC VI disclaims beneficial ownership of the Common Stock owned by Fund VI, except to the extent of its pecuniary interest therein.

 

(2)                                 This calculation is based on 9,263,739 shares of Common Stock of the Company outstanding, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020.

 

(c)

 

Fund VI engaged in the following transactions with respect to the Common Stock during the last sixty days: (i) on August 13, 2020, Fund VI acquired 129,784 shares of Common Stock, all of which were acquired in open-market, broker transactions at a price of $6.90 per share and (ii) on August 14, 2020, Fund VI acquired 85,399 shares of Common Stock at a weighted average price per share of $7.20 (in various open-market, broker transactions ranging from $7.00 to $7.20 per share, inclusive).  The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

 

Item 7.                                                         Material to Be Filed as Exhibits

 

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement, dated as of April 20, 2020, by and between Castle Creek Capital Partners VI, LP and Castle Creek Capital VI LLC (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on April 20, 2020).

 

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SIGNATURES

 

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

 

Dated: August 17, 2020

 

 

		CASTLE CREEK CAPITAL PARTNERS VI, LP
		By:	/s/ John M. Eggemeyer
		Name:	John M. Eggemeyer
		Title:	Managing Principal

 

 

		CASTLE CREEK CAPITAL VI LLC
		By:	/s/ John M. Eggemeyer
		Name:	John M. Eggemeyer
		Title:	Managing Principal

 

SIGNATURE PAGE TO SCHEDULE 13D (RIVERVIEW FINANCIAL CORPORATION)

 

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