Filing Details
- Accession Number:
- 0001193125-22-069918
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-08 19:00:00
- Filed By:
- Norcross George E Iii
- Company:
- Republic First Bancorp Inc (NASDAQ:FRBK)
- Filing Date:
- 2022-03-09
- 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. 8)*
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)
March 8, 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: 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/A | 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/A | 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/A | 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/A | 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/A | 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/A | 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(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/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. 8 (Amendment No. 8) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on January 31, 2022, as amended prior to the date of this Amendment No. 8 (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 March 8, 2022, George E. Norcross, III, Gregory B. Braca and Philip A. Norcross (the Plaintiffs) filed a complaint (the Complaint) in the Court of Common Pleas of Philadelphia County against the Issuer and Vernon W. Hill, II, Theodore J. Flocco, Jr., Brian Tierney and Barry Spevak (collectively, the Defendants). In the Complaint, the Plaintiffs allege that the Defendants have engaged in and are engaging in inequitable conduct designed to curtail the fundamental voting rights of Issuers shareholders in violation of Pennsylvania law, in an effort to entrench defendant Vernon W. Hill, II, the Issuers Chairman and Chief Executive Officer. Plaintiffs seek injunctive and declaratory relief to protect the shareholder franchise, including an order declaring that any amendments to the Issuers executive employment agreements or executive compensation plan to alter the definition of Change of Control are invalid and enjoining the Issuer from making any such amendments until after the Issuers 2022 annual meeting of shareholders.
The foregoing description of the Complaint is not complete and is qualified in its entirety by reference to the full text of the Complaint, which is attached hereto as Exhibit 7(d) and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:
| Exhibit Number | Description | |
| 7(d) | Verified Complaint filed by George E. Norcross, III, Gregory B. Braca and Philip A. Norcross on March 8, 2022 with the Court of Common Pleas of Philadelphia County | |
| 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: March 8, 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 | |