Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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 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 (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)           Castle Creek Capital Partners IV, LP (Fund IV) also owns 4,048,670 shares of a series of non-voting mandatorily convertible noncumulative preferred stock (Series B Preferred Stock) of Eastern Virginia Bankshares, Inc. (the Company), which is convertible into shares of common stock, par value $2.00 per share (Common Stock) in connection with certain transfers of such shares of Series B Preferred Stock or if the Companys Board of Directors has approved such conversion, subject to certain restrictions based on the beneficial ownership of the holder of the shares of Series B Preferred Stock. Since Fund IV does not have the right to acquire such Common Stock and will have no voting or investment power over such Common Stock, those underlying shares of Common Stock are not included in the amount reported herein.

 

(2)           This calculation is based on 13,116,600 shares of Common Stock of the Company outstanding as of December 12, 2016, as reported in the Agreement and Plan of Merger dated as of December 13, 2016 by and between the Company and Southern National Bancorp of Virginia, Inc., attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2016 (the SONA Merger Agreement).

 

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(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

3

 

 

(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

4

 

 

(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

5

 

 

(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

6

 

 

(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

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This Amendment No. 3 to Schedule 13D (this Amendment) amends and supplements the Schedule 13D filed on June 21, 2013 (as amended, the Schedule 13D) with the Securities and Exchange Commission, relating to the shares of common stock, par value $2.00 per share (Common Stock), of Eastern Virginia Bankshares, Inc., a Virginia corporation (the Company).  The address of the principal executive office of the Company is 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060. This Amendment is being filed to report the information in Item 6 below.  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, with the following:

 

On December 22, 2016, Castle Creek Capital Partners IV, LP (Fund IV) entered into a Secured Promissory Note (the Secured Promissory Note) in favor of Stifel Bank & Trust (the Secured Party) in connection with a $20,000,000 term loan facility.   Pursuant to a Security and Pledge Agreement entered into in connection with the Secured Promissory Note, Fund IV has pledged, among other things, all of its interest in the Common Stock of the Company.  In connection with such pledge, Fund IV made certain customary representations, warranties and covenants with respect to the Common Stock, including that Fund IV will not trade, assign or transfer the Common Stock without the Secured Partys prior written consent.  The Secured Promissory Note contains customary default provisions.  In the event of a default under the Secured Promissory Note, the Secured Party may foreclose upon any and all shares of Common Stock pledged to it by Fund IV.

 

The Company is not a party to the Secured Promissory Note or any of the related loan documents and has no obligations thereunder.

 

Item 7.                                                         Material to Be Filed as Exhibits

 

Exhibit		Description
Exhibit 1		Joint Filing Agreement, dated as of November 9, 2015, by and among Castle Creek Capital Partners IV, LP, Castle Creek Capital IV LLC, John M. Eggemeyer, J. Mikesell Thomas, Mark G. Merlo, and John T. Pietrzak (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by Castle Creek Capital Partners IV, LP on November 9, 2015).

 

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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: December 27, 2016

 

	CASTLE CREEK CAPITAL PARTNERS IV, LP
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	Title:	Managing Principal
	CASTLE CREEK CAPITAL IV, LLC
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	Title:	Managing Principal
	JOHN M. EGGEMEYER
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	J. MIKESELL THOMAS
	By:	/s/ Mike Thomas
	Name:	Mike Thomas
	MARK G. MERLO
	By:	/s/ Mark Merlo
	Name:	Mark Merlo
	JOHN T. PIETRZAK
	By:	/s/ John T. Pietrzak
	Name:	John T. Pietrzak

 

SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D (EASTERN VIRGINIA BANKSHARES, INC.)

 

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