Filing Details
- Accession Number:
- 0001140361-18-011153
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-01 13:48:24
- Filed By:
- Resource Financial Institutions Group, Llc
- Company:
- Equity Bancshares Inc
- Filing Date:
- 2018-03-01
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| Resource Financial Institutions Group | 455,000 | 9 | 455,000 | 11 | 455,000 | 4.5 ( )% |
| Compass Island Investment Opportunities Fund A | 8 | 130,000 | 10 | 130,000 | 130,000 | 1.3 ( )% |
| Compass Island Investment Opportunities Fund C | 8 | 325,000 | 10 | 325,000 | 325,000 | 3.2 ( )% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
N/A
)*
EQUITY BANCSHARES INC.
(Name of
Issuer)
Class A common stock
(Title of
Class of Securities)
29460X109
(CUSIP
Number)
Lawrence S. Block,
Resource Financial Institutions Group, LLC
712 5th Avenue, 12th Floor
New York,
New York
10019
Phone : (212) 705-5090
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 10, 2016
(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
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 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
(“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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Resource Financial Institutions Group, LLC 20-2593874 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
455,000(**) | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
455,000 (**) | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
455,000(**) | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
4.5 (***)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
(**) Consists of shares of Class A common stock of Equity Bancshares, Inc. (the "Issuer") held by Compass Island Investment Opportunities Fund A, LP and Compass Island Investment Opportunities Fund C, LP (collectively, the “Funds”), for which Resource Financial Institutions Group, LLC ("RFIG”) is the general partner. Any and all discretionary authority which has been delegated by the Funds to RFIG may be revoked in whole or in part at any time. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, RFIG may be deemed to beneficially own the shares of the Issuer owned by the Funds. RFIG and the Funds are each a “Reporting Person”.
(***)The Issuer had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016, the Issuer completed its merger with Community First Bancshares, Inc. (“CFB”) on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB common stock were converted into 7.261 shares of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%.
(***)The Issuer had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016, the Issuer completed its merger with Community First Bancshares, Inc. (“CFB”) on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB common stock were converted into 7.261 shares of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%.
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Compass Island Investment Opportunities Fund A, L.P. 27-1305070 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
8 |
SHARED
VOTING POWER
| ||||
130,000 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
130,000 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
130,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
1.3 (***)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
PN | |||||
(***) Equity Bancshares, Inc. (the "Issuer") had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016, the Issuer completed its merger with Community First Bancshares, Inc. ("CFB") on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB common stock were converted into 7.261 shares of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%.
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Compass Island Investment Opportunities Fund C, L.P. 27-2883123 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
8 |
SHARED
VOTING POWER
| ||||
325,000 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
325,000 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
325,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
3.2 (***)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
PN | |||||
(***) Equity Bancshares, Inc. (the "Issuer") had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016, the Issuer completed its merger with Community First Bancshares, Inc. ("CFB") on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB common stock were converted into 7.261 shares of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%.
Item 1. | Security and Issuer |
Class A common stock of Equity Bancshares, Inc.
7701 East Kellogg Drive Suite 200 Wichita, KS 67207 |
Item 2. | Identity and Background |
(a) | Resource Financial Institutions Group, LLC, in its capacity as general partner of Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P. (collectively, the "Reporting Persons") |
(b) | Resource Financial Institutions Group, LLC
712 Fifth Avenue, 12th Floor New York, NY 10019 Compass Island Investment Opportunities Fund A, L.P. c/o Resource Financial Institutions Group, LLC 712 Fifth Avenue, 12th Floor New York, NY 10019 Compass Island Investment Opportunities Fund C, L.P. c/o Resource Financial Institutions Group, LLC 712 Fifth Avenue, 12th Floor New York, NY 10019 |
(c) | Registered investment adviser |
(d) | None of the Reporting Persons, during the last five years, to the best of my knowledge and belief, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | None of the Reporting Persons, during the last five years, to the best of my knowledge and belief, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a or is subject to 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 violation with respect to such laws. |
(f) | Resource Financial Institutions Group, LLC is a Delaware limited liability company.
Compass Island Investment Opportunities Fund A, L.P. is a Delaware limited partnership. Compass Island Investment Opportunities Fund C, L.P. is a Delaware limited partnership. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The funds used in connection with the purchase of the securities were funds raised for investment from institutional accredited investors by each of the reporting persons. None of the purchases were made using borrowed funds or other consideration. |
Item 4. |
Purpose
of Transaction
|
Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P., for which Resource Financial Institutions Group, LLC serves as general partner, acquired their respective positions on May 10, 2012 when the Issuer was a private company.
The Reporting Persons are holding the securities for investment purposes only and have not contemplated any additional plans or proposals regarding the issuer of the securities. |
(a) | N/A |
(b) | N/A |
(c) | N/A |
(d) | N/A |
(e) | N/A |
(f) | N/A |
(g) | N/A |
(h) | N/A |
(i) | N/A |
(j) | N/A |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Resource Financial Institutions Group, LLC ("RFIG”) is the general partner of Compass Island Investment Opportunities Fund A, L.P. and Compass Island Investment Opportunities Fund C, L.P. (collectively, the “Funds”). By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, RFIG may be deemed to beneficially own the shares of Equity Bancshares, Inc. (the "Issuer") owned by the Funds. RFIG and Funds are each a “Reporting Person”.
The Issuer had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016,the Issuer completed its merger with Community First Bancshares, Inc. ("CFB")on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB common stock were converted into 7.261 shares of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%. As of November 2017, the Reporting Persons, in the aggregate, own 455,000 shares of the Class A common stock of the Issuer, which represents 3.7% of the outstanding Class A common stock of the Issuer. Compass Island Investment Opportunities Fund A, L.P. owns 130,000 shares of the Class A common stock of the Issuer, which represents 1.00% of the outstanding shares of Class A common stock. Compass Island Investment Opportunities Fund C, L.P. owns 325,000 of the Class A common stock of the Issuer, which represents 2.7% of the outstanding shares of Class A common stock. The percentages noted here are based on 12,234,019 outstanding shares of the Class A common stock of the Issuer as of November 3, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017. |
(b) | Resource Financial Institutions Group, LLC ("RFIG"), as general partner, has the sole power to vote and dispose of (i) 130,000 shares of Class A common stock of the Issuer on behalf of Compass Island Investment Opportunities Fund A, L.P., and (ii) 325,000 shares of Class A common stock of the Issuer on behalf of Compass Island Investment Opportunities Fund C, L.P. However, any and all discretionary authority which has been delegated to RFIG may be revoked by the Funds in whole or in part at any time. |
(c) | Equity Bancshares, Inc. (the "Issuer") had 7,326,410 shares of Class A common stock outstanding as of November 8, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016. As reported in the Issuer’s Form 8-K filed on November 15, 2016, the Issuer completed its merger with Community First Bancshares, Inc.("CFB")on November 10, 2016, and pursuant to the terms of the Agreement and Plan of Reorganization issued approximately 2.7 million additional shares of Class A common stock. Section 3.03 of the Agreement and Reorganization Plan, which can be found at Exhibit 2.1 of the Form 8-K filed by the Issuer on July 14, 2016, specifies that each of the 370,450 outstanding shares of CFB of Class A common stock of the Issuer which, in turn, diluted RFIG's aggregate beneficial ownership to 4.5%.
As such, effective, November 10, 2016, the Reporting Persons, in aggregate, ceased to be the beneficial owner of more than 5% of the class of securities described herein. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | N/A |
(e) | November 10, 2016 |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
N/A |
Item 7. |
Material
to Be Filed as Exhibits
|
Please see Exhibits I and II to this filing. |
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.
Resource Financial Institutions Group, LLC | |||
March 01, 2018 | By: |
/s/
Matthew Elsom | |
Vice President | |||
Compass Island Investment Opportunities Fund A, L.P. | |||
March 01, 2018 | By: |
/s/
Matthew Elsom | |
Vice President | |||
Compass Island Investment Opportunities Fund C, L.P. | |||
March 01, 2018 | By: |
/s/
Matthew Elsom | |
Vice President | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)