Statement of Ownership (sc 13g)
February 17 2021 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No.)*
Under
the Securities Exchange Act of 1934
PACIFIC
MERCANTILE BANCORP
(Name
of Issuer)
Common
Stock, no par value
(Titles
of Class of Securities)
694552100
(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)
*
The remainder of this cover page shall be filled out of 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 in 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, as amended (the “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).
CUSIP
No. 694552100
|
13G
|
Page
2 of 10
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
2,360,503
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
2,360,503
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,503
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
(1)
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 23,644,111 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 5, 2020,
based on the Issuer’s 10-Q filed on November 6, 2020. Fourthstone LLC acquired the Issuer’s shares in the ordinary
course of business as a registered investment adviser and not with the purpose nor with the effect of influencing the control
of the Issuer.
CUSIP
No. 694552100
|
13G
|
Page
3 of 10
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
Master Opportunity Fund Ltd
|
20
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
1,592,244
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,592,244
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,592,244
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.18%
(2)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(2)
Based on 23,644,111 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 5, 2020,
based on the Issuer’s 10-Q filed on November 6, 2020. .
CUSIP
No. 694552100
|
13G
|
Page
4 of 10
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
GP LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Missouri
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
714,184
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
714,184
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,184
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.22%
(3)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(3)
Based on 23,644,111 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 5, 2020,
based on the Issuer’s 10-Q filed on November 6, 2020. Fourthstone GP LLC is the general partner of, and may be deemed to
beneficially own securities owned by, Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP.
CUSIP
No. 694552100
|
13G
|
Page
5 of 10
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
QP Opportunity Fund LP
|
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
652,152
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
652,152
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,152
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.94%
(4)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 23,644,111 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 5, 2020,
based on the Issuer’s 10-Q filed on November 6, 2020.
CUSIP
No. 694552100
|
13G
|
Page
6 of 10
|
1
|
NAME
OF REPORTING PERSON
Fourthstone
Small-Cap Financials Fund LP
|
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
62,032
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
62,032
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,032
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.28%
(5)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(5)
Based on 23,644,111 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 5, 2020,
based on the Issuer’s 10-Q filed on November 6, 2020.
CUSIP No. 694552100
|
13G
|
Page 7 of 10
|
Item 1(a).
|
Name of Issuer:
|
PACIFIC MERCANTILE BANCORP (the “Issuer”)
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
949 South Coast Drive, Suite 300,
Costa Mesa, California 92626
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is being filed by Fourthstone
LLC, a Missouri Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information
on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“Fourthstone Master
Opportunity Fund”), a Delaware Limited Partnership (“Fourthstone QP Opportunity”), a Delaware Limited
Partnership (“Fourthstone Small-Cap Financials”), a Missouri Limited Liability Company (“Fourthstone
GP,” General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), (each, a “Reporting
Person” and, together, the “Reporting Persons”).
Fourthstone directly holds 2,360,503 shares
of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred
to above 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 effect.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each of the Reporting
Persons is as follows:
The registered office of Fourthstone LLC, Fourthstone
Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP
is 13476 Clayton Road, St Louis, MO 63131.
See response to Item 4 of each of the cover pages.
Item 2(d).
|
Titles of Classes of Securities:
|
Common Stock, no par value (“Common Stock”)
CUSIP No. 694552100
|
13G
|
Page 8 of 10
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the
Person Filing is a(n):
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
|
|
(e)
|
☒ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3).
|
|
(j)
|
☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(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: __________
|
|
(a)
|
Amount Beneficially Owned:
|
|
|
See responses to Item 9 on each cover page.
|
|
(b)
|
Percent of Class:
|
|
|
See responses to Item 11 on each cover page.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
CUSIP No. 694552100
|
13G
|
Page 9 of 10
|
|
(ii)
|
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
See responses to Item 7 on each cover page.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
See responses to Item 8 on each cover page.
|
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.
Not Applicable.
CUSIP No. 694552100
|
13G
|
Page 10 of 10
|
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.
Dated: February 16, 2021
|
Fourthstone LLC
|
|
By:
|
/s/
Amy Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
Fourthstone Master Opportunity Fund Ltd
|
|
By:
|
/s/
Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
Fourthstone QP Opportunity Fund LP
|
|
Fourthstone Small-Cap Financials Fund LP
|
|
By:
|
Fourthstone GP LLC, the General Partner
|
|
By:
|
/s/
Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
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