UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
843395104
(CUSIP Number)
Castle Creek Capital Partners IV, LP
6051 El Tordo
P.O. Box 1329
Rancho Santa Fe, CA 92067
858-756-8300
Copy to:
John M. Eggemeyer
6051 El Tordo
P.O. Box 1329
Rancho Santa Fe, CA 92067
858-756-8300
(Name, Address and Telephone Number of
Person Authorized
to Receive Notices and Communications)
February 19, 2021
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1
(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* 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 disclosures provided in a prior cover page. 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 (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).
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
1
|
NAME OF REPORTING PERSONS
Castle Creek Capital Partners VII, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,887,364 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,887,364 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,887,364 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% (1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN (Limited Partnership)
|
(1) See
Item 5 hereto.
1
|
NAME OF REPORTING PERSONS
Castle Creek Capital VII LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC/AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,887,364 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,887,364 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,887,364 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% (1)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company), HC (Control Person)
|
(1) See
Item 5 hereto.
1
|
NAME OF REPORTING PERSONS
Castle Creek Capital Partners IV, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC/AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN (Limited Partnership)
|
1
|
NAME OF REPORTING PERSONS
Castle Creek Capital IV LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC/AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company), HC (Control Person)
|
Item 1.
|
Security and Issuer
|
This Amendment No. 4 to Schedule 13D
(this “Amendment No. 4”) amends and supplements the Schedule 13D filed on June 27, 2017 (as amended, the
“Schedule 13D”) with the U.S. Securities and Exchange Commission (the “SEC”), relating to the shares of
common stock, par value $0.01 per share (“Common Stock”), of Southern National Bancorp of Virginia, Inc. (the
“Issuer” or the “Company”). Unless specifically amended hereby, the disclosures set forth in the Schedule
13D remain unchanged. Capitalized terms used in this Amendment No. 4 that are not otherwise defined herein have the meanings
attributed to them in the Schedule 13D.
Item 2.
|
Identity and Background
|
Item 2 of the Schedule 13D is
hereby amended and restated in its entirety as follows:
This statement on Schedule 13D is being jointly
filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Reporting
Persons.” The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
|
(a)-(c)
|
The following are the Reporting Persons: (i) Castle Creek Capital Partners VII, LP, a Delaware limited partnership (“Fund
VII”) and a private equity fund focused on investing in community banks throughout the United States of America; (ii) Castle
Creek Capital VII LLC, a Delaware limited liability company (“CCC VII”), whose principal business is to serve as the
sole general partner of, and manage, Fund VII; (iii) Castle Creek Capital Partners IV, LP, a Delaware limited partnership
(“Fund IV”) and a private equity fund focused on investing in community banks throughout the United States of America;
and (iv) Castle Creek Capital IV LLC, a Delaware limited liability company (“CCC IV”), whose principal business
is to serve as the sole general partner of, and manage, Fund IV. The business address for each of the Reporting Persons is 6051
El Tordo, P.O. Box 1329, Rancho Santa Fe, CA 92067.
|
|
(d)
|
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
|
(f) N/A.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D is
hereby amended and supplemented by adding the following:
On February 19, 2021, Fund VII acquired
all of the 1,877,364 shares of Common Stock owned by Fund IV for a per share purchase price of $12.99, resulting in an aggregate
purchase price of $24,516,858.36 (the “Shares”).
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is
hereby amended and restated in its entirety as follows:
Fund VII acquired the Shares in the ordinary
course of business because of its belief that the Shares represented an attractive investment in accordance with its investment
strategy. Subject to the limitations imposed by applicable federal and state securities laws, Fund VII may dispose of the Shares
from time to time, subject to market conditions and other investment considerations, and may cause the Shares to be distributed
in kind to investors. To the extent permitted by applicable bank regulatory limitations, Fund VII may directly or indirectly acquire
additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending
upon an ongoing evaluation of its investment in the Common Stock and securities exercisable for or convertible into Common Stock,
applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Person and/or investment
considerations.
To the extent permitted under applicable laws,
the Reporting Persons may engage in discussions with management, the Company’s board of directors (the “Board”),
other stockholders of the Company and other relevant parties concerning the business, operations, composition of the Board, management,
strategy and future plans of the Company.
Other than as described in this Item 4, each
of the Reporting Persons has no present plans or proposals that relate to or would result in any of the events set forth in Items
4(a) through (j) of Schedule 13D. However, each of the Reporting Persons reserves the right to change its plans at any
time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives; (ii) the
Company's financial condition, business, operations, competitive position, prospects and/or share price; (iii) industry, economic
and/or securities markets conditions; (iv) alternative investment opportunities; and (v) other relevant factors.
Item 5.
|
Interest in Securities of the Issuer
|
The information contained on the cover pages to
this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b)
Reporting Person
|
|
Amount
Beneficially
Owned
|
|
|
Percent of
Class (2)
|
|
|
Sole Power to
Vote or Direct
the Vote
|
|
|
Shared Power
to Vote or
Direct the Vote
|
|
|
Sole Power to
Dispose or to
Direct the
Disposition
|
|
|
Shared Power to
Dispose or
Direct the
Disposition
|
|
Castle Creek Capital Partners VII, LP
|
|
|
1,887,364
|
|
|
|
7.7
|
%
|
|
|
0
|
|
|
|
1,887,364
|
|
|
|
0
|
|
|
|
1,887,364
|
|
Castle Creek Capital VII LLC (1)
|
|
|
1,887,364
|
|
|
|
7.7
|
%
|
|
|
0
|
|
|
|
1,887,364
|
|
|
|
0
|
|
|
|
1,887,364
|
|
Castle Creek Capital Partners IV, LP
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Castle Creek Capital IV LLC
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
(1) CCC VII disclaims beneficial ownership of the Common Stock owned by Fund VII, except to the extent of its pecuniary interest
therein.
(2) This calculation is based on 24,368,612
shares of Common Stock outstanding as of November 2, 2020, as reported in the Company’s Quarterly Report on Form 10-Q
filed with the SEC on November 9, 2020.
(c)
The information set forth in Item 3 and Item
5 is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons had any transactions in the Common
Stock (or securities convertible into the Common Stock) during the past 60 days.
(d)
Other than as described herein, no other persons
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock reported in the Schedule 13D.
(e)
Each of Fund IV and
CCC IV ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock on February 19,
2021.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is
hereby amended and supplemented by adding the following:
Pursuant to a securities purchase agreement,
dated as of February 19, 2021, between Fund IV and Fund VII, Fund VII assumed all of Fund IV’s surviving contractual
rights and obligations right respect to the Shares (including those rights previously described in the Schedule 13D).
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit
|
|
Description
|
Exhibit 99.1
|
|
Joint Filing Agreement, dated as of February 23,
2021, by and among Castle Creek Capital Partners VII, LP, Castle Creek Capital VII LLC, Castle Creek Capital Partners IV, LP and
Castle Creek Capital IV LLC.
|
SIGNATURES
After reasonable inquiry and to the best of
the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 23, 2021
|
CASTLE CREEK CAPITAL PARTNERS IV, LP
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
|
CASTLE CREEK CAPITAL IV, LLC
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
|
CASTLE CREEK CAPITAL PARTNERS VII, LP
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
|
CASTLE CREEK CAPITAL VII LLC
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
SIGNATURE PAGE TO SCHEDULE 13D/A NO.4
(SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.)
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