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.)
