Filing Details
- Accession Number:
- 0001193125-22-044016
- Form Type:
- 13D Filing
- Publication Date:
- 2022-02-15 19:00:00
- Filed By:
- Norcross George E Iii
- Company:
- Republic First Bancorp Inc (NASDAQ:FRBK)
- Filing Date:
- 2022-02-16
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| George E. Norcross, III | 674,572 | 0 | 674,572 | 0 | 674,572 | 1.1% |
| Avery Conner Capital Trust | 0 | 4,219,627 | 0 | 4,219,627 | 4,219,627 | 7.1% |
| Philip A. Norcross | 400,000 | 4,219,627 | 400,000 | 4,219,627 | 4,619,627 | 7.8% |
| Susan D. Hudson, in her capacity as a Trustee | 0 | 4,219,627 | 0 | 4,219,627 | 4,219,627 | 7.1% |
| Geoffrey B. Hudson, in his capacity as a Trustee | 0 | 4,219,627 | 0 | 4,219,627 | 4,219,627 | 7.1% |
| Rose M. Guida, in her capacity as a Trustee | 0 | 4,219,627 | 0 | 4,219,627 | 4,219,627 | 7.1% |
| Gregory B. Braca | 412,384 | 0 | 412,384 | 0 | 412,384 | 0.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Republic First Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
760416107
(CUSIP Number)
George E. Norcross, III
350 Royal Palm Way, Suite 500
Palm Beach, Florida 33480
(561) 500-4600
With a Copy to:
H. Rodgin Cohen
Mitchell S. Eitel
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
(Name, address and telephone number of person authorized to receive notices and communications)
February 15, 2022
(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 ☐.
Note: 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.
| * | 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 (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. 760416107 | SCHEDULE 13D | Page 2 of 10 |
| 1 | Names of Reporting Persons
George E. Norcross, III | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
674,572 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
674,572 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
674,572(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
1.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Person is reporting on this Schedule 13D as a member of a group with the other Reporting Persons. The group beneficially owns 5,706,583 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.6% of the outstanding shares of Common Stock. See Item 5. |
| (2) | For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of November 5, 2021 is 59,454,998, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 8, 2021. |
| CUSIP No. 760416107 | SCHEDULE 13D | Page 3 of 10 |
| 1 | Names of Reporting Persons
Avery Conner Capital Trust | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF, WC | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Florida | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,219,627(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,219,627(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,219,627(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| (3) | 4,219,627 shares of Common Stock held by the Avery Conner Capital Trust, of which Philip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson and Rose M. Guida serve as Trustees and may be deemed to have shared beneficial ownership as Trustees. |
| CUSIP No. 760416107 | SCHEDULE 13D | Page 4 of 10 |
| 1 | Names of Reporting Persons
Philip A. Norcross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF, OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
400,000 | ||||
| 8 | Shared Voting Power
4,219,627(3) | |||||
| 9 | Sole Dispositive Power
400,000 | |||||
| 10 | Shared Dispositive Power
4,219,627(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,619,627(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.8%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 5 of 10 |
| 1 | Names of Reporting Persons
Susan D. Hudson, in her capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,219,627(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,219,627(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,219,627(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 6 of 10 |
| 1 | Names of Reporting Persons
Geoffrey B. Hudson, in his capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,219,627(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,219,627(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,219,627(3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 7 of 10 |
| 1 | Names of Reporting Persons
Rose M. Guida, in her capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,219,627(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,219,627(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,219,627(3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 8 of 10 |
| 1 | Names of Reporting Persons
Gregory B. Braca | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
412,384 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
412,384 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
412,384(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
0.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 9 of 10 |
This Amendment No. 4 (Amendment No. 4) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on January 31, 2022, as amended prior to the date of this Amendment No. 4 (the Original Schedule 13D) as specifically set forth herein (as so amended, the Schedule 13D). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:
On February 15, 2022, the Group delivered a letter to the Board (the February 15 Letter), the text of which is set forth below:
Dear Directors:
We read with interest your statement released on Friday regarding your willingness to consider proposals, and we were encouraged by the authorization of Keefe, Bruyette & Woods, Inc. to engage with us. Raymond James & Associates, Inc. (Raymond James) is acting as our financial advisor, and your advisors are welcome to reach out to John Roddy at Raymond James, or, as we mentioned before, should feel free to connect with Rodge Cohen or Mitch Eitel at Sullivan & Cromwell LLP. We continue to believe we can construct an attractive transaction that meets our mutual needs and the needs of your constituencies.
| Very truly yours,
George E. Norcross, III
Gregory Braca
Philip A. Norcross |
The Reporting Persons cannot predict the Issuers response to the February 15 Letter.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:
Certain Reporting Persons have engaged Raymond James & Associates, Inc. (Raymond James) as their financial advisor on behalf of the Group. Pursuant to the letter agreement setting forth the terms of such engagement, such Reporting Persons have agreed to pay Raymond James certain fees in the event of consummation of certain transactions contemplated in this and prior Schedule 13D filings by the Reporting Persons. The amount of such fees will be determined based on the size and structure of the applicable transaction actually consummated. Such potential fees include, among others, a fee payable upon completion of an acquisition of significant additional shares in the Issuer as well as participation in the management and Board of the Issuer. In addition, in the event no such transaction occurs, in certain circumstances, the Reporting Persons must pay Raymond James an amount equal to 10% of their net profits on the securities of the Issuer after expenses.
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 10 of 10 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 15, 2022
| George E. Norcross, III | ||
| By: | /s/ George E. Norcross, III | |
| Avery Conner Capital Trust | ||
| By: | /s/ Philip A. Norcross | |
| Name: | Philip A. Norcross | |
| Title: | Trustee | |
| Philip A. Norcross | ||
| By: | /s/ Philip A. Norcross | |
| Susan D. Hudson | ||
| By: | /s/ Susan D. Hudson | |
| Geoffrey B. Hudson | ||
| By: | /s/ Geoffrey B. Hudson | |
| Rose M. Guida | ||
| By: | /s/ Rose M. Guida | |
| Gregory B. Braca | ||
| By: | /s/ Gregory B. Braca | |