FRBK Republic First Bancorp Inc

 

CUSIP No. 760416107           

 

 

13G

 

 

Page   2    of   8  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CPV Holdings, LLC

 

 

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

 

5,606,001 (see Item 4)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

5,606,001 (see Item 4)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,606,001 (see Item 4)

 

 

10

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9% (see Item 4)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

OO

 

 

CUSIP No. 760416107           

 

 

13G

 

 

Page   3    of   8  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CPV Republic Investment, LLC (formerly known as 30 RBK Investment, LLC)

 

 

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

 

5,606,001 (see Item 4)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

5,606,001 (see Item 4)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,606,001 (see Item 4)

 

 

10

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9% (see Item 4)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

OO

 

 

CUSIP No. 760416107           

 

 

13G

 

 

Page   4    of   8  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Steven A. Cohen

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

 

 

5

 

 

SOLE VOTING POWER

 

0

 

 

6

 

 

SHARED VOTING POWER

 

5,606,001 (see Item 4)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

5,606,001 (see Item 4)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,606,001 (see Item 4)

 

 

10

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%  (see Item 4)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

IN

 

Item 1(a)

Name of Issuer :

Republic First Bancorp, Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices :

50 South 16 ^th Street, Suite 2400, Philadelphia, PA 19102

Item 2(a)

Name of Person Filing :

This statement is filed by: (i) CPV Holdings, LLC (“CPV Holdings”) with respect to shares of common stock, par value $0.01 per share (“Shares”), of the Issuer held by CPV Republic Investment; (ii) CPV Republic Investment, LLC (“CPV Republic Investment”) with respect to Shares held by it; and (iii) Steven A. Cohen with respect to Shares beneficially owned by CPV Republic Investment.

CPV Holdings, CPV Republic Investment and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b)

 

Address or Principal Business Office :

 

The address of the principal business office of CPV Holdings, CPV Republic Investment and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.

Item 2(c)

Citizenship :

Each of CPV Holdings and CPV Republic Investment are Delaware limited liability companies.  Mr. Cohen is a United States citizen.

Item 2(d)

Title of Class of Securities :

Common Stock, par value $0.01 per share

Item 2(e)

CUSIP Number :

760416107

Item 3

Not Applicable

Item 4

Ownership :

The percentages used herein are calculated based upon the Shares of common stock issued and outstanding immediately following the Issuer’s public offering of Shares as described in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission by the Issuer on December 5, 2016.

As of the close of business on December 31, 2016:

1.  CPV Holdings, LLC

(a) Amount beneficially owned: 5,606,001

(b) Percent of class: 9.9%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,606,001

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,606,001

2.  CPV Republic Investment, LLC

(a) Amount beneficially owned: 5,606,001

(b) Percent of class: 9.9%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,606,001

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,606,001

3. Steven A. Cohen

(a) Amount beneficially owned: 5,606,001

(b) Percent of class: 9.9%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 5,606,001

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 5,606,001

CPV Holdings and Mr. Cohen own directly no Shares.  Pursuant to the operating agreement of CPV Republic Investment, CPV Holdings maintains investment and voting power with respect to the securities held by CPV Republic Investment.  Mr. Cohen controls CPV Holdings.   As of December 31, 2016, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of CPV Holdings, CPV Republic Investment and Mr. Cohen may be deemed to beneficially own 5,606,001 Shares (constituting approximately 9.9% of the Shares outstanding).  Each of CPV Holdings and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.

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 person has ceased to be the beneficial owner 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 :

Not Applicable

Item 7

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

Not Applicable

Item 8

Identification and Classification of Members of the Group :

Not Applicable

Item 9

Notice of Dissolution of Group :

Not Applicable

Item 10

Certification :