Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Blue Ridge Bankshares, Inc
(Name of Issuer)
Common Stock, no par value per share
(Titles of Class of Securities)
(CUSIP Number)
(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. 095825105 |
13G/A |
Page 2 of 11 |
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
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
1,615,507 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
1,615,507 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,507 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.42% (1) |
12 |
TYPE OF REPORTING PERSON
IA |
|
|
|
|
(1) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. 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. 095825105 |
13G/A |
Page 3 of 11 |
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
1,147,020 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
1,147,020 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,020 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98% (2) |
12 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(2) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. |
CUSIP No. 095825105 |
13G/A |
Page 4 of 11 |
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
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
468,487 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
468,487 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,487 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.44% (3) |
12 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(3) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. 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. 09582105 |
13G/A |
Page 5 of 11 |
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
457,583 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
457,583 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,583 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.38% (4) |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
(4) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. |
CUSIP No. 09582105 |
13G/A |
Page 6 of 11 |
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
10,904 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
10,904 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,904 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06% (5) |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
(5) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. |
CUSIP No. 095825105 |
13G/A |
Page 7 of 11 |
1 |
NAME OF REPORTING PERSON
L. Phillip Stone, IV |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
1,615,507 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
1,615,507 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,507 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.42% (6) |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
(6) | | Based on 19,192,471 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of November 3, 2023, based on the Issuer’s Form 10-Q filed on November 14, 2023. L. Phillip Stone, IV, is the Managing
Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone. |
CUSIP No. 095825105 |
13G/A |
Page 8 of 11 |
Item 1(a). |
Name of Issuer: |
Blue Ridge Bankshares, Inc. (the “Issuer”)
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
1807 Seminole Trail
Charlottesville, VA 22901
Item 2(a). |
Name of Person Filing: |
This Schedule 13G/A is being filed by Fourthstone LLC, a
Delaware Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information on this
Schedule 13G/A 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 Delaware Limited Liability Company (“Fourthstone GP,” General Partner of Fourthstone
QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the
Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting Person” and, together, the “Reporting
Persons”).
Fourthstone directly holds 1,615,507 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 575 Maryville
Centre Drive, Suite 110, St. Louis, MO 63141.
See response to Item 4 of each of the cover pages.
Item 2(d). |
Titles of Classes of Securities: |
Common Stock, no par value per share
CUSIP No. 095825105 |
13G/A |
Page 9 of 11 |
095825105
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. 095825105 |
13G/A |
Page 10 of 11 |
|
|
(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.
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.
CUSIP No. 09582105 |
13G/A |
Page 11 of 11 |
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, 2024
Fourthstone LLC |
|
|
|
By: |
/s/ Amy M. Stone |
|
Name: |
Amy M. Stone |
|
Title: |
Chief Executive Officer |
|
|
|
|
Fourthstone Master Opportunity Fund Ltd |
|
|
|
By: |
/s/ Amy M. Stone |
|
Name: |
Amy M. Stone |
|
Title: |
Chief Executive Officer |
|
|
|
|
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: |
Chief Executive Officer |
|
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