Filing Details

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TABLE OF CONTENTS





Item 1.Security and Issuer



Item 2.Identity and Background



Item 3.Source and Amount of Funds or Other Consideration



Item 4.Purpose of Transaction



Item 5.Interest in Securities of the Issuer



Item 6.Contracts, Arrangements, Understandings or Relationships with Respect

to Securities of the Issuer



Item 7.Material to be Filed as Exhibits





Signatures





 

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CUSIP No. 290791102





Item 1. Security and Issuer



This Statement on Schedule 13D relates to shares of common stock, par value $1.00 per share (the “Shares”), of Embassy Bancorp, Inc., a Pennsylvania corporation (the “Company”).  The address of the principal executive office of the Company is 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania 18017.



Item 2. Identity and Background



This statement is filed by David M. Lobach, Jr. (“Mr. Lobach”), who is a United States citizen.  Mr. Lobach is Chairman, President and Chief Executive Officer of the Company and its primary operating subsidiary, Embassy Bank for the Lehigh Valley (the “Bank”), and is also a member of Red Bird Associates, LLC.  His business address is 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania.  During the last five years, Mr. Lobach has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.



Item 3. Source and Amount of Funds or Other Consideration



As of the date hereof, Mr. Lobach may be deemed to beneficially own an aggregate of 449,575 Shares as detailed in Item 5.



The Shares were acquired as a result of the reorganization of the Bank into a one bank holding company structure (the “Reorganization”), the subsequent receipt and exercise of options to purchase Shares of Common Stock issued pursuant to the Company’s 2001 Option Plan and 2010 Stock Incentive Plan, the receipt of restricted Shares of Common Stock issued pursuant to the Company’s 2010 Stock Incentive Plan, and acquisitions in the open-market and in privately negotiated transactions. 



Pursuant to a Plan of Merger and Reorganization dated April 18, 2008, on the effective date of the Reorganization, each issued and outstanding share of the Bank’s common stock was automatically converted into one share of the Company’s common stock, and each then outstanding option to acquire a share of the common stock of the Bank issued under the Embassy Bank 2001 Option Plan became and was converted into an option to acquire a share of the Company on the same terms and conditions and remained outstanding.  The Reorganization was effective November 11, 2008.







 



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CUSIP No. 290791102



Item 4. Purpose of Transaction



Mr. Lobach acquired his Shares in the various transactions described in Item 3 above.  Mr. Lobach is a founder of the Bank and, subsequently, the Company.  Shares of the Bank originally acquired by Mr. Lobach were acquired for purposes of initially capitalizing the Bank.



At the present time, Mr. Lobach, both individually and as a member of Red Bird Associates, LLC, does not plan any significant acquisitions or dispositions of Company securities.  He may, however, periodically acquire or dispose of Company securities as circumstances dictate.  Mr. Lobach is Chairman, President and Chief Executive Officer of the Company and, if required, he intends to vote his common stock in favor of plans, transactions and matters which he supports.  At this time, however, Mr. Lobach does not have any plans or proposals relating to an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; the sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; any material change in present capitalization or dividend policy of the Company; change in the Company’s business or corporate structure; changes in the Company’s charter, bylaws or instruments which would impede the acquisition or control of the Company by any person; causing the common stock to be authorized for quotation on NASDAQ or eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any similar actions.



Item 5. Interest in Securities of the Issuer



On December 22, 2016, Mr. Lobach may be deemed to have beneficial ownership in 449,575 Shares of Company common stock, representing 5.99% of the outstanding Shares as of December 22, 2016 (including Mr. Lobach’s vested, but unexercised stock options described below).  Of this amount, Mr. Lobach holds 331,905 Shares either individually or in an individual retirement account and he has the sole power to vote and dispose of those Shares.  Mr. Lobach has a right to acquire 61,162 Shares pursuant to vested stock options (the “Option Shares”).



Mr. Lobach has sole power to vote and dispose of 205 shares held by himself as custodian under the Uniform Gifts to Minors Act for the benefit of his granddaughter.



Mr. Lobach has shared power to vote and dispose of 4,203 shares held jointly with his spouse.



Mr. Lobach has shared power to vote and dispose of 196 shares held jointly with his son.



Mr. Lobach is a member of Red Bird Associates, LLC, a real estate holding company owned by certain directors and executive officers of the Company.  The members have the right, authority and responsibility to manage the operations and affairs of Red Bird Associates, LLC and its business.   All decisions requiring the consent or action of the members are effective if agreed to by a majority of the members.  Therefore, Mr. Lobach is deemed to share power to vote and dispose of all 5,600 Shares owned by Red Bird Associates, LLC.



Mr. Lobach may be deemed to beneficially own 46,304 Shares held by his spouse in an individual retirement account.  Mr. Lobach does not have sole or shared power to vote or dispose of these Shares.

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CUSIP No. 290791102



During the previous 60 days, Mr. Lobach has engaged in the following transactions involving Company common stock:





Additionally, on December 22, 2016, Mr. Lobach’s spouse purchased 435 Shares at a purchase price of $13.50 per Share in an open-market transaction.



The filing of this Schedule 13D shall not be construed as an admission that Mr. Lobach is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.



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



Except for outstanding options to purchase Shares issued under the Company’s 2001 Option Plan and 2010 Stock Incentive Plan and loan agreements pursuant to which Shares were pledged as security in the ordinary course (which loan proceeds were not used to finance the acquisition of any Shares), the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.



Item 7. Material to Be Filed as Exhibits



Form of Stock Option Agreements governing the Option Shares.





SIGNATURES



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



 



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