Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Bay Banks of Virginia, Inc.

(Name of Issuer)

Common Stock, par value $5 per share

(Title of Class of Securities)

072035108

(CUSIP Number)

December 21, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	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 the disclosures provided in a prior cover page.

The information required in 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. 17462Q107		13G		Page 2 of 9

 

1		Names of Reporting Persons   Siena Capital Partners I, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   241,543
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   241,543
9		Aggregate Amount Beneficially Owned by Each Reporting Person   241,543
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11		Percent of Class Represented by Amount in Row (9)   5.1%(1)
12		Type of Reporting Person (See Instructions)   PN

 

(1)	Based on 4,774,856 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

---

CUSIP No. 17462Q107		13G		Page 3 of 9

 

1		Names of Reporting Persons   Siena Capital Partners Accredited, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   4,113
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   4,113
9		Aggregate Amount Beneficially Owned by Each Reporting Person   4,113
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11		Percent of Class Represented by Amount in Row (9)   0.1%(1)
12		Type of Reporting Person (See Instructions)   PN

 

(1)	Based on 4,774,856 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

---

CUSIP No. 17462Q107		13G		Page 4 of 9

 

1		Names of Reporting Persons   Siena Capital Management, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power   0
				6		Shared Voting Power   245,656
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   245,656
9		Aggregate Amount Beneficially Owned by Each Reporting Person   245,656
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11		Percent of Class Represented by Amount in Row (9)   5.1%(1)
12		Type of Reporting Person (See Instructions)   OO

 

(1)	Based on 4,774,856 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

---

CUSIP No. 17462Q107		13G		Page 5 of 9

 

Item 1(a)		Name of Issuer:
		Bay Banks of Virginia, Inc. (the Issuer)
Item 1(b)		Address of Issuers Principal Executive Offices:
		100 South Main Street
		Kilmarnock, Virginia 22482
Item 2(a)		Name of Person Filing:
		(i)		Siena Capital Partners I, L.P.
		(ii)		Siena Capital Partners Accredited, L.P.
		(ii)		Siena Capital Management, LLC
Item 2(b)		Address of Principal Business Office or, if none, Residence:
		100 N. Riverside Plaza, Suite 1630
		Chicago, Illinois 60606
Item 2(c)		Citizenship:
		(i)		Siena Capital Partners I, L.P. is a Delaware limited partnership.
		(ii)		Siena Capital Partners Accredited, L.P. is a Delaware limited partnership.
		(ii)		Siena Capital Management, LLC is a Delaware limited liability company.
Item 2(d)		Title of Class of Securities:
		Common Stock, par value $5 per share (Common Stock)
Item 2(e)		CUSIP Number:
		072035108
Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not applicable
Item 4.		Ownership

(a) Amount beneficially owned: Siena Capital Partners I, L.P. may be deemed to beneficially own 241,543 shares of Common Stock. Siena Capital Partners Accredited, L.P. may be deemed to own 4,113 shares of Common Stock and Siena Capital Management, LLC may be deemed to beneficially own 245,656 shares of Common Stock. Siena Capital Management., LLC is the general partner of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P.

(b) Percent of class:Siena Capital Partners I, L.P. may be deemed to beneficially own 5.1% of the Common Stock. Siena Capital Partners Accredited, L.P. may be deemed to beneficially own 0.1% of the Common Stock and Siena Capital Management, LLC may be deemed to beneficially own 5.1% of the Common Stock. The percentages are based on 4,774,856 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

---

CUSIP No. 17462Q107		13G		Page 6 of 9

 

(c)

Number of shares as to which Siena Capital Partners I, L.P. has:

 

(i)

Sole power to vote or to direct the vote: 0.

 

(ii)

Shared power to vote or to direct the vote: 241,543.

 

(iii)

Sole power to dispose or direct the disposition of: 0.

 

(iv)

Shared power to dispose or to direct the disposition of: 241,543.

Number of shares as to which Siena Capital Partners Accredited, L.P. has:

 

(i)

Sole power to vote or to direct the vote: 0.

 

(ii)

Shared power to vote or to direct the vote: 4,113.

 

(iii)

Sole power to dispose or direct the disposition of: 0.

 

(iv)

Shared power to dispose or to direct the disposition of: 4,113.

Number of shares as to which Siena Capital Management, LLC has:

 

(i)

Sole power to vote or to direct the vote: 0.

 

(ii)

Shared power to vote or to direct the vote: 245,656.

 

(iii)

Sole power to dispose or direct the disposition of: 0.

 

(iv)

Shared power to dispose or to direct the disposition of: 245,656.

Each of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P. disclaims beneficial ownership over the shares of Common Stock beneficially owned by the other.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

---

CUSIP No. 17462Q107		13G		Page 7 of 9

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

---

CUSIP No. 17462Q107		13G		Page 8 of 9

 

SIGNATURE

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.

Date: February 3, 2017

 

---

CUSIP No. 17462Q107		13G		Page 9 of 9

 

EXHIBIT 1 - JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock of beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Date: February 3, 2017