SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

 

Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 

First Republic Bancorp., Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

760416107

(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 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)

 

(Page 1 of 8 Pages)

______________________________

* 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 the 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 (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.  760416107

 

13G Page 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Camden Asset Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

IA, PN

       

 

 

CUSIP No.  760416107

 

13G Page 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

John Wagner

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

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,499,974 shares of Common Stock issuable upon conversion of shares of convertible preferred stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

IN

       

 

 

 

CUSIP No.  760416107

 

13G Page 4 of 8 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is First Republic Bancorp., Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 50 South 16th Street Philadelphia, Pennsylvania 19102.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i)

Camden Asset Management, L.P. (the "Investment Manager"), a California limited partnership and the investment manager of certain funds and accounts (collectively, the "Camden Funds"), with respect to the shares of Common Stock (as defined in Item 2(d) below) issuable upon conversion of shares of convertible preferred stock directly held by the Camden Funds; and

 

  (ii) John Wagner ("Mr. Wagner"), the managing partner and chief investment officer of the Investment Manager, with respect to the shares of Common Stock issuable upon conversion of shares of convertible preferred stock directly held by the Camden Funds.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 2029 Century Park East Suite 2010 Los Angeles, CA 90067-4007.

 

Item 2(c). CITIZENSHIP:

 

  The Investment Manager is a California limited partnership.  Mr. Wagner is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  760416107

 

 

 

CUSIP No.  760416107

 

13G Page 5 of 8 Pages

 

Item 3. 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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the 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) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) x

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

       
  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 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 Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:                                                            

 

Item 4. OWNERSHIP.

 

   

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

The percentages set forth herein are calculated based upon 58,859,778 shares of Common Stock outstanding as of November 6, 2020, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 9, 2020, and assumes the conversion of the reported shares of convertible preferred stock.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Item 2.  

 

 

 

CUSIP No.  760416107

 

13G Page 6 of 8 Pages

 

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.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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.

 

 

 

CUSIP No.  760416107

 

13G Page 7 of 8 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: February [•], 2021

 

CAMDEN ASSET MANAGEMENT, L.P.  
     
     
By: /s/  Maureen Ocampo  
Name: Maureen Ocampo,  
Title: Chief Compliance Officer  
     
     
/s/ Jonn Wagner  
JOHN WAGNER  

 

 

 

CUSIP No.  760416107

 

13G Page 8 of 8 Pages

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATED: February [•], 2021

 

CAMDEN ASSET MANAGEMENT, L.P.  
   
     
By: /s/  Maureen Ocampo  
Name: Maureen Ocampo,  
Title: Chief Compliance Officer  
     
     
/s/ Jonn Wagner  
JOHN WAGNER