Amended Statement of Beneficial Ownership (sc 13d/a)
December 09 2021 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SUMMIT
FINANCIAL GROUP, INC.
(Name of Issuer)
Common Stock, par value $2.50 per share
(Title of Class of Securities)
86606G101
(CUSIP Number)
Castle Creek Capital Partners V, LP
11682 El Camino Real, Suite 320
San Diego, CA 92130
858-756-8300
Copy to:
John T. PIETRZAK
c/o Castle Creek Capital
11682 El Camino Real, Suite 320
San Diego, CA 92130
858-756-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 7, 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 V, 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
744,731 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
744,731 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,731 (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)
5.9% (1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN (Limited Partnership)
|
(1) The information
set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
1
|
NAME OF REPORTING PERSONS
Castle Creek Capital V 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
744,731 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
744,731 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,731 (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)
5.9% (1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company), HC (Control Person)
|
(1) The information
set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
This Amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) amends and supplements the Schedule 13D filed on November 26, 2014 (as amended, the “Schedule 13D”)
with the U.S. Securities and Exchange Commission (the “SEC”), relating to the shares of common stock, par value $2.50
per share (“Common Stock”), of Summit Financial Group, 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. 2 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.
Item 2.
|
Source and Amount of Funds or Other Consideration
|
Item 2 of the Schedule 13D is hereby amended to remove
John M. Eggemeyer, John T. Pietrzak, Mark G. Merlo and J. Mikesell Thomas as Reporting Persons. Following the recent establishment of
a six-person investment committee by Castle Creek Capital V LLC (“CCC V”), the general partner of Castle Creek Capital
Partners V, LP (“Fund V”), no person other than Fund V and CCC V presently has beneficial ownership (as defined in
Rule 13d-3 under the Act) of the shares of Common Stock held by Fund V.
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:
Fund V sold 248,244 shares of Common Stock, at a
price of $26.95 per share, to the Issuer under the Issuer’s ongoing repurchase plan previously adopted by the Issuer’s board
of directors (as further described in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2021). Following
the transactions, Fund V owns 744,731 shares of Common Stock.
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 (a) -
(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b)
Reporting Person
|
|
Amount
Beneficially Owned (1)
|
|
|
Percent of
Class (2)
|
|
|
Sole Power to
Vote or Direct
the Vote
|
|
|
Shared Power
to Vote or
Direct the Vote (1)
|
|
|
Sole Power to Dispose or to
Direct the Disposition
|
|
|
Shared Power to
Dispose or
Direct the
Disposition (1)
|
|
Castle Creek Capital Partners V, LP
|
|
|
744,731
|
|
|
|
5.9
|
%
|
|
|
0
|
|
|
|
744,731
|
|
|
|
0
|
|
|
|
744,731
|
|
Castle Creek Capital V LLC (1)
|
|
|
744,731
|
|
|
|
5.9
|
%
|
|
|
0
|
|
|
|
744,731
|
|
|
|
0
|
|
|
|
744,731
|
|
(1) CCC V disclaims beneficial ownership of the Common
Stock owned by Fund V, except to the extent of its pecuniary interest therein.
(2) Based on 12,728,449 shares of Common Stock outsanding,
calculated as follows: (i) 12,976,693 shares of Common Stock outstanding prior to the transactions described in Item 3 above (as disclosed
to Fund V by the Issuer), less (ii) the 248,244 shares of Common Stock repurchased by the Issuer.
(c)
The information contained in Item 3 is incorporated
herein by reference.
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: December 9, 2021
|
CASTLE CREEK CAPITAL PARTNERS V, LP
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
|
CASTLE CREEK CAPITAL V LLC
|
|
|
|
|
By:
|
/s/ John M. Eggemeyer
|
|
Name:
|
John M. Eggemeyer
|
|
Title:
|
Managing Principal
|
SIGNATURE PAGE TO SCHEDULE 13D AMENDMENT
NO. 2 (SUMMIT FINANCIAL GROUP, INC.)
Summit Financial (NASDAQ:SMMF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Summit Financial (NASDAQ:SMMF)
Historical Stock Chart
From Jul 2023 to Jul 2024