Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment No. 3)*
Under
the Securities Exchange Act of 1934
Shore Bancshares, Inc.
(Name of Issuer)
Common Stock
(Titles of Class of Securities)
825107105
(CUSIP Number)
February 10,
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. 825107105
|
13G
|
Page 2 of 9
|
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
1,145,743
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
1,145,743
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,145,743
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.03% (1)
|
12
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 12,687,972 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October
31, 2019, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“Commission”)
on November 8, 2019. 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 changing or influencing the control of the Issuer.
CUSIP No. 825107105
|
13G
|
Page 3 of 9
|
1
|
NAME OF REPORTING PERSON
Fourthstone Master Opportunity Fund
Ltd
|
2
|
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
851,150
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
851,150
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
851,150
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.71% (2)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(2) Based on 12,687,972 shares of Common Stock (as
defined below) of the Issuer (as defined below) outstanding as of October 31, 2019, based on the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“Commission”) on November 8, 2019.
CUSIP No. 825107105
|
13G
|
Page 4 of 9
|
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
249,593
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
249,593
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
249,593
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.97% (3)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(3) Based on 12,687,972 shares of Common Stock (as
defined below) of the Issuer (as defined below) outstanding as of October 31, 2019, based on the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“Commission”) on November 8, 2019.
CUSIP No. 825107105
|
13G
|
Page 5 of 9
|
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
249,593
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
249,593
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
249,593
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.97% (4)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 12,687,972 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31,
2019, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“Commission”) on November 8, 2019.
CUSIP
No. 825107105
|
13G
|
Page
6 of 9
|
Item
1(a).
|
Name
of Issuer:
|
Shore
Bancshares, Inc. (the “Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
28969 Information Lane, Easton,
Maryland 21601
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 Missouri Limited Liability Company (“Fourthstone GP,” General Partner of Fourthstone QP Opportunity), (each,
a “Reporting Person” and, together, the “Reporting Persons”).
Fourthstone
directly holds 1,145,743 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 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, $0.01 par value per share
CUSIP
No. 825107105
|
13G
|
Page 7 of 9
|
825107105
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. 825107105
|
13G
|
Page 8 of
9
|
|
(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. 825107105
|
13G
|
Page 9 of
9
|
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 14, 2020
|
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
|
|
|
|
By:
|
Fourthstone GP LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
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