Priam Capital Howard fine glass

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2 (a)

 

Howard Bancorp, Inc.

(Name of issuer)

 

Common Stock, Par Value $ 0.01 Per Share

(Title of Class of Securities)

 

(CUSIP Number)

 

Howard fine glass
Priam Capital Associates, LLC
745 Fifth Avenue, Suite 1702
New York, NY 10151
(310)-598-5410

 

Jay Coogan, Esq.
Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
(215) 665-8500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 7, 2021

(Date of Event which Requires Filing of this Statement)

 

 

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 ("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. 442496105

 

Names of Reporting Person.

PRIAM CAPITAL FUND I, LP

Check the Appropriate Box if a Member of a Group (See Instructions):

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Shared voting power:

1,875,043(1)

Shared dispositive power:

1,343,083

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,875,043

Percent of Class Represented by Amount in Row (11):

10%(2)

Type of Reporting Person (See Instructions):

PN

 

Includes 531,960 shares that the Reporting Persons may be deemed to beneficially own by virtue of a revocable proxy granted to the Reporting Persons. See Item 6.

 

As of November 6, 2020. This calculation is based on 18,742,300 shares of Common Stock, par value $ 0.01 per share, of Howard Bancorp, Inc. outstanding as of November 6, 2020, as reported on Howard Bancorp, Inc.'s Quarterly Report on Form 10-Q filed on November 9, 2020.

 

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CUSIP No. 442496105

 

Names of Reporting Person.

PRIAM CAPITAL ASSOCIATES, LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Shared voting power:

1,875,043(1)

Shared dispositive power

1,343,083

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,875,043

Percent of Class Represented by Amount in Row (11):

10%(2)

Type of Reporting Person (See Instructions):

OO

 

Includes 531,960 shares that the Reporting Persons may be deemed to beneficially own by virtue of a revocable proxy granted to the Reporting Persons. See Item 6.

 

As of November 6, 2020. This calculation is based on 18,742,300 shares of Common Stock, par value $ 0.01 per share, of Howard Bancorp, Inc. outstanding as of November 6, 2020, as reported on Howard Bancorp, Inc.'s Quarterly Report on Form 10-Q filed on November 9, 2020.

 

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CUSIP No. 442496105

 

Names of Reporting Person.

HOWARD FEINGLASS

Check the Appropriate Box if a Member of a Group (See Instructions):

Number of

Shares
Beneficially
Owned by

Each
Reporting
Person With

Shared voting power:

1,875,043(1)

 

Includes 531,960 shares that the Reporting Persons may be deemed to beneficially own by virtue of a revocable proxy granted to the Reporting Persons. See Item 6.

 

As of November 6, 2020. This calculation is based on 18,742,300 shares of Common Stock, par value $ 0.01 per share, of Howard Bancorp, Inc. outstanding as of November 6, 2020, as reported on Howard Bancorp, Inc.'s Quarterly Report on Form 10-Q filed on November 9, 2020.

 

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Amendment No. 2 to Schedule 13D

 

; and Howard Feinglass, the managing member of the Fund GP and a director of Howard Bancorp, Inc. (the “Issuer”) (collectively, the “Reporting Persons”) on March 12, 2018, as amended by Amendment No. 1 filed with the SEC on May 24, 2019 (as amended, the “Original Schedule 13D”). This Amendment No. 2 amends and supplements the Original Schedule 13D as specifically set forth in. Any capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the original Schedule 13D. Only those items that are hereby reported are amended; all other items, including previously filed exhibits, remain unchanged and are incorporated by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated in by reference. Such information is based on 18,742,300 shares of Common Stock, par value $ 0.01 per share, of the Issuer outstanding as of November 6, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2020.

 

As of the date of this Amendment No. 2, each of the Reporting Persons may be deemed to have shared power to direct the voting of 1,875,043 shares of Common Stock and shared dispositive power of 1,343,083 shares of Common Stock directly beneficially owned by the Fund. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock directly beneficially owned by the Fund, except to the extent of its or his pecuniary interest therein.

 

; neither the Fund nor Fund GP have any direct or indirect beneficial ownership of such shares.

 

(c)

 

On October 31, 2019, the Fund distributed 83,118 shares of Common Stock of the Issuer in an in-kind pro rata distribution for no consideration to a limited partner of the Fund. None of the Reporting Persons nor any of their affiliates retained any pecuniary interest in such securities.

 

On January 24, 2020, the Fund sold 23,814 shares of Common Stock of the Issuer at $ 17.6168 per share in an open market transaction.

 

On July 14, 2020, the Fund distributed 9,974 shares of Common Stock of the Issuer in an in-kind pro rata distribution for no consideration to a limited partner of the Fund. None of the Reporting Persons nor any of their affiliates retained any pecuniary interest in such securities.

 

On January 7, 2021, the Fund distributed an aggregate of 531,960 shares of Common Stock of the Issuer in an in-kind pro rata distribution for no consideration to a limited partner of the Fund. None of the Reporting Persons nor any of their affiliates retained any pecuniary interest in such securities. The Reporting Persons may be deemed to beneficially own the 531,960 shares of Common Stock by virtue of a revocable proxy granted to the Reporting Persons. See Item 6.

 

; neither the Fund nor Fund GP have any direct or indirect beneficial ownership of such shares.

 

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Other than the matters referred to in, there have been no other transactions in the Common Stock by the Reporting Persons since the filing of Amendment No.1 to the Schedule 13D.

 

(d) The partners of the Fund have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of the Fund in accordance with their ownership interests in the Fund. Other than Fund GP, the general partner of the Fund (whose holdings are reflected in), no such partner has such power with respect to more than five percent of the class of securities to which this Amendment No. 2 relates.

 

(e) Not Applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

On January 11, 2021, Trust UWO Philip Smith FBO Richard A. Smith (the “Trust”), a stockholder of the Issuer, granted a revocable proxy to each of the Reporting Persons with full power and authority, at any meeting of stockholders of the Issuer, whether attending in person or by proxy, and on every action or written consent of stockholders of the Issuer, to vote and act for and in the Trust's name, place and stead. No consideration was paid by the reporting persons in connection with the revocable proxy. For more information, see Exhibit 2.

 

Item 7. Material to be Filed as Exhibits.

 

 

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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.

 

 DATE: January 12, 2021
 
 PRIAM CAPITAL FUND I, LP
  
 By: / s / Howard fine glass
  Howard Feinglass, the sole member of Priam Capital Associates, LLC, the general partner of Priam Capital Fund I, LP
 
 PRIAM CAPITAL ASSOCIATES, LLC
 
 By:/ s / Howard fine glass
  Howard Feinglass, its managing member
 
 By: / s / Howard fine glass
  Howard fine glass

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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