Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This statement relates to the common stock, par value $0.01 per share (the Common Stock), of Old Line Bancshares, Inc., a Maryland Corporation, (the Issuer).  The principal executive offices of the Issuer are located at 1525 Pointer Ridge Place, Bowie, Maryland 20716.

Item 2.

Identity and Background

(a)            This Schedule 13D/A is being filed by H Bancorp LLC, a Delaware limited liability company.

(b)             H Bancorp LLCs principal address is c/o Sunwest Bank, 2050 Main Street, Suite 300, Irvine, CA 92614.

(c)             H Bancorp LLC is a $1.7 billion private bank holding company with banking operations on both the east and the west coasts of the United States.

(d)              During the last five years, H Bancorp LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)              During the last five years, H Bancorp LLC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.

Item 3.

Source and Amount of Funds or Other Consideration

In connection with the merger (the Merger) of Bay Bancorp, Inc. (BYBK) with and into the Issuer on April 13, 2018, pursuant to the Agreement and Plan of Merger, dated as of September 27, 2017, by and between the Issuer and BYBK (the Merger Agreement), H Bancorp LLC received 1,134,702 shares of Common Stock upon the consummation of the Merger.  H Bancorp LLC received its shares of BYBK common stock from its individual members as non-cash capital contributions.

Item 4.

Purpose of Transaction

Except as otherwise set forth herein, H Bancorp LLC does not have any plans or proposals that would result in:

(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)           A sale or transfer of a material amount of assets of the Issuer of any of its subsidiaries;

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, except as described above;

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

(f)           Any other material change in the Issuers business or corporate structure;

(g)           Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)            A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)            Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

a)             H Bancorp LLC is deemed to be the beneficial owner of 1,134,702 shares of Common Stock, constituting 6.7% of the outstanding shares of Common Stock.

b)             H Bancorp LLC has the sole power to vote or direct the vote, and dispose or direct the disposition, of 1,134,702 shares of Common Stock.  This power is exercised by its Chairman and Chief Executive Officer, Eric D. Hovde.

c)              Other than the acquisition of the shares of Common Stock in the Merger as reported in this Schedule 13D, H Bancorp LLC has not effected any transactions in the Common Stock in the past 60 days.

d)             To H Bancorp LLCs knowledge, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares owned directly by H Bancorp LLC, other than H Bancorp LLC.

e)              Not applicable.

Item 6.

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

H Bancorp LLCs Chairman and Chief Executive Officer, Eric D. Hovde, is a member of the Issuers Board of Directors.  As a Director, Mr. Hovde is eligible to be granted equity awards under the Issuers 2010 Equity Compensation Plan or any equity compensation plan the Issuer may adopt in the future, but any such grant would be at the option of administrator of such plans.  Otherwise, H Bancorp LLC is not a party to any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. 

Item 7.

Material to be Filed as Exhibits

None.

April 23, 2018

Date

/s/ Eric D. Hovde

Signature

Eric D. Hovde, Chairman and Chief Executive Officer

Name

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).