Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Blue Ridge
Bankshares, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
095825105
(CUSIP Number)
December 31, 2020
(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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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.
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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).
Continued on following pages
Page
1 of 8 Pages
Page
2
of 9 Pages
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1
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Names of Reporting Persons
Endeavour Capital Advisors Inc.
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2
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
142,053
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
142,053
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
142,053
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10
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of
Class Represented By Amount in Row (9)
2.5%
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12
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Type of Reporting Person
(See Instructions)
IA
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Page
3
of 9 Pages
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1
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Names of Reporting Persons
Laurence M. Austin
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2
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
142,053
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
142,053
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
142,053
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10
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of
Class Represented By Amount in Row (9)
2.5%
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12
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Type of Reporting Person
(See Instructions)
IN, HC
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Page
4
of 9 Pages
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1
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Names of Reporting Persons
Mitchell J. Katz
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2
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
|
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Sole Voting Power
0
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6
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Shared Voting Power
142,053
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
142,053
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
142,053
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10
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of
Class Represented By Amount in Row (9)
2.5%
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12
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Type of Reporting Person
(See Instructions)
IN, HC
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Page
5
of 9 Pages
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1
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Names of Reporting Persons
Jonah Marcus
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2
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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5
|
|
Sole Voting Power
0
|
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6
|
|
Shared Voting Power
142,053
|
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7
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Sole Dispositive Power
0
|
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8
|
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Shared Dispositive Power
142,053
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
142,053
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10
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of
Class Represented By Amount in Row (9)
2.5%
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12
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Type of Reporting Person
(See Instructions)
IN, HC
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Page
6
of 9 Pages
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Item
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1(a)
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Name of Issuer: Blue Ridge Bankshares, Inc. (the Issuer)
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1(b)
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Address of the Issuers Principal Executive Offices:
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1807 Seminole Trail
Charlottesville, Virginia
22901
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Item
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2(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the
Act: (i) Endeavour Capital Advisors Inc. (Endeavour), (ii) Laurence M. Austin, (iii) Mitchell J. Katz and (iv) Jonah Marcus.
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2(b)
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Principal Business Address or, if none, Residence:
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Endeavour Capital Advisors Inc.
410 Greenwich Avenue
Greenwich, CT 06830
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2(c)
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Citizenship of Person Filing:
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Endeavour is a Delaware corporation and Messrs. Austin, Katz and Marcus are citizens of the United States of America.
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2(d)
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Title of Class of Securities: Common Stock, no par value
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2(e)
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CUSIP Number: 095825105
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Item
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3.
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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
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(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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Page
7
of 9 Pages
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(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b) (1)(ii)(J), please specify the type of institution:
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Item
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4.
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Ownership:
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The information in items 1 and 5 through 11 on the cover pages (pp. 2-4) of this Schedule 13G is hereby incorporated by reference.
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Item
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5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Person have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
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Item
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6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item
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7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not applicable.
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Item
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8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item
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9.
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Notice of Dissolution of Group:
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Not applicable.
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Item
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10.
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Certification:
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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 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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Page
8
of 9 Pages
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
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ENDEAVOUR CAPITAL ADVISORS INC.*
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By:
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/s/ Glenn Hofsess
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Name:
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Glenn Hofsess
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Title:
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Chief Financial Officer
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LAURENCE M. AUSTIN*
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By:
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/s/ Laurence M. Austin
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MITCHELL J. KATZ*
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By:
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/s/ Mitchell J. Katz
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JONAH MARCUS*
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By:
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/s/ Jonah Marcus
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*
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The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of
their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purposes.
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Page 9 of 9 Pages
EXHIBIT 1
AGREEMENT OF
JOINT FILING
Endeavour Regional Bank Opportunities Fund II L.P., Endeavour Capital Advisors Inc., Laurence M. Austin, Mitchell J. Katz and Jonah
Marcus hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the
requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: February 16, 2021
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ENDEAVOUR CAPITAL ADVISORS INC.*
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By:
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/s/ Glenn Hofsess
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Name:
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Glenn Hofsess
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Title:
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Chief Financial Officer
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LAURENCE M. AUSTIN*
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By:
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/s/ Laurence M. Austin
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MITCHELL J. KATZ*
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By:
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/s/ Mitchell J. Katz
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JONAH MARCUS*
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By:
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/s/ Jonah Marcus
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