Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Sandy Spring Bancorp

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

800363103

(CUSIP Number)

December 31, 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)

 

 

 

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CUSIP No. 800363103		13G/A		73-1597141

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Forest Hill Capital, L.L.C., 73-1597141
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (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   305,512
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   305,512
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   305,512
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.3% **
12		TYPE OF REPORTING PERSON*   IA, OO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

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CUSIP No. 800363103		13G/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Mark Lee
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   305,512
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   305,512
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   305,512
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.3% **
12		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

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SCHEDULE 13G/A

This Amendment No. 3 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Forest Hill Capital, L.L.C., a Delaware limited liability company (Forest Hill), and Mr. Mark Lee, principal of Forest Hill.

This Amendment relates to Common Stock, par value $1.00 per share (the Common Stock), of Sandy Spring Bancorp, a Maryland corporation (the Issuer), purchased by Forest Hill for the accounts of (i) Forest Hill Select Fund, L.P. (Forest Hill Select), of which Forest Hill is the general partner and retains voting authority, and (ii) Forest Hill Strategic Value Fund, L.P. (Forest Hill Value and together with Forest Hill Select the Forest Hill Accounts), of which Forest Hill is the general partner and retains voting authority.

This Amendment amends and restates the Schedule 13G as set forth below.

 

Item 1(a)

Name of Issuer.

Sandy Spring Bancorp

 

Item 1(b)

Address of Issuers Principal Executive Offices.

17801 Georgia Avenue

Olney, Maryland 20832

 

Item 2(a)

Name of Person Filing.

Forest Hill Capital, L.L.C. and Mark Lee

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

100 Morgan Keegan Dr., Suite 430

Little Rock, Arkansas 72202

 

Item 2(c)

Citizenship or Place of Organization.

Forest Hill is a limited liability company organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.

 

Item 2(d)

Title of Class of Securities.

Common Stock, par value $1.00 per share (the Common Stock)

 

Item 2(e)

CUSIP Number.

800363103

 

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Item 3

Reporting Person.

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:

 

 

Item 4

Ownership.

 

(a)

Forest Hill and Mr. Lee are the beneficial owners of 305,512 shares of Common Stock held by the Forest Hill Accounts.

 

(b)

Forest Hill and Mr. Lee are the beneficial owners of 1.3% of the outstanding shares of Common Stock held by the Forest Hill Accounts. This percentage is determined by dividing 305,512 by 23,889,625, the number of shares of Common Stock issued and outstanding as of November 4, 2016, as reported in the Issuers Form 10-Q filed on November 4, 2016.

 

(c)

Forest Hill has the power to vote the 305,512 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the vote of the 305,512 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. Forest Hill has the power to dispose of the 305,512 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the disposition of the 305,512 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill.

 

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Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

The Forest Hill Accounts have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the 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.

 

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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 10, 2017

 

 

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