SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 2)
Metropolitan Bank Holding Corp. |
(Name of Issuer) |
|
Common Stock |
(Title of Class of Securities) |
|
591774104 |
(CUSIP Number) |
David Honold
Patriot Financial Partners III, L.P.
Four Radnor Corporate Center
100 Matsonford Road Suite 210
Radnor, Pennsylvania 19087
(215) 399-4650 |
|
Copies to:
Terrence Kerwin, Esq.
Fox Rothschild LLP
747 Constitution Drive Suite 100
Exton, PA 19341
(610) 458-6186 |
(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
September 5, 2023 |
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
CUSIP
No. 591774104 |
13D |
Page 2 of 10 Pages |
1 |
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners III, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX 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
668,684 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
668,684 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,684 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08% (1) |
14 |
TYPE OF REPORTING PERSON
PN |
(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current
Report on Form 10-Q filed on August 4, 2023.
CUSIP
No. 591774104 |
13D |
Page 3 of 10 Pages |
1 |
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP III, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX 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
668,684 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
668,684 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,684 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08% (1) |
14 |
TYPE OF REPORTING PERSON
PN |
(1) This calculation is based
on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed
on August 4, 2023.
CUSIP
No. 591774104 |
13D |
Page 4 of 10 Pages |
1 |
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP III, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX 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
668,684 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
668,684 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,684 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08% (1) |
14 |
TYPE OF REPORTING PERSON
CO |
(1) This calculation is
based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q
filed on August 4, 2023.
CUSIP
No. 591774104 |
13D |
Page 5
of 10 Pages |
1 |
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Kirk Wycoff |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
668,684 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
668,684 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,684 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08% (1) |
14 |
TYPE OF REPORTING PERSON
IN |
(1) This calculation is based
on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed
on August 4, 2023.
CUSIP
No. 591774104 |
13D |
Page 6 of 10 Pages |
1 |
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James F. Deutsch |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
668,684 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
668,684 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,684 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.08% (1) |
14 |
TYPE OF REPORTING PERSON
IN |
(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current
Report on Form 10-Q filed on August 4, 2023.
CUSIP
No. 591774104 |
13D |
Page 7 of 10 Pages |
Item 1. |
Security and Issuer |
This Amendment No. 2 to Schedule 13D (this “Amendment”)
amends and supplements the Schedule 13D originally filed on August 18, 2023, as amended pursuant to that Amendment No. 1 to Schedule 13D
filed on September 12, 2023 (collectively, the “Schedule 13D”) relating to the Common Stock, of Metropolitan Bank Holding
Corp. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
Item 2. |
Identity and Background |
This Amendment is being jointly filed by the parties identified below.
All of the filers of this Amendment are collectively referred to as the “Patriot Financial Group III.” The Joint Filing Agreement
of the members of the Patriot Financial Group III is filed as Exhibit 1 to this Amendment.
(a)-(c) The following are members of the Patriot
Financial Group III:
| · | Patriot
Financial Partners III, L.P., a Delaware limited partnership (“Patriot Fund III”); |
| · | Patriot
Financial Partners GP III, L.P., a Delaware limited partnership and general partner of Patriot Fund III (“Patriot III GP”); |
| · | Patriot
Financial Partners GP III, LLC, a Delaware limited liability company and general partner of Patriot III GP (“Patriot III LLC”);
and |
| · | W.
Kirk Wycoff and James F. Deutsch, each of whom serve as general partners of Patriot Fund III and Patriot III GP, are
members of Patriot III LLC, and are members of the investment committee of Patriot Fund III. |
Patriot Fund III is a private equity fund focused
on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot
III GP is to serve as the general partner of and to manage Patriot Fund III. The principal business of Patriot III LLC is to serve as
the general partner of and to manage Patriot III GP. The principal employment of Messrs. Wycoff and Deutsch is investment management
with Patriot Fund III, Patriot III GP and Patriot III LLC.
The business address of each member of the Patriot
Financial Group III is c/o Patriot Financial Partners III, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.
(d) During
the last five years, no member of the Patriot Financial Group III has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During
the last five years, no member of the Patriot Financial Group III 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) Each
natural person who is a member of the Patriot Financial Group III is a citizen of the United States.
CUSIP
No. 591774104 |
13D |
Page 8 of 10 Pages |
Item 3. |
Source and Amount of Funds or Other Consideration |
Patriot Fund III used working capital to purchase additional shares
of Common Stock from time to time.
Item 4. |
Purpose of Transaction |
The Purchased Shares were acquired for investment
purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group III has any plans or proposals
that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Subject to the limitations imposed by applicable
federal and state securities laws, Patriot Financial Group III may dispose of the Purchased Shares from time to time, subject to market
conditions and other investment considerations, and may cause the Purchased Shares to be distributed in kind to investors. To the extent
permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group III 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, applicable legal restrictions, prevailing market conditions, liquidity requirements
of such member of the Patriot Financial Group III and/or investment considerations.
CUSIP
No. 591774104 |
13D |
Page 9 of 10 Pages |
Item 5. |
Interest in Securities of the Issuer |
The information contained on the cover pages to this Amendment and
the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b)
| |
| | |
| | |
| | |
| | |
Sole Power to | | |
Shared Power to | |
| |
Amount | | |
| | |
Sole Power to | | |
Shared Power | | |
Dispose or to | | |
Dispose or | |
| |
Beneficially | | |
Percent of | | |
Vote or Direct | | |
to Vote or | | |
Direct the | | |
Direct the | |
Entity | |
Owned | | |
Class (2) | | |
the Vote | | |
Direct the Vote | | |
Disposition | | |
Disposition | |
Patriot Fund III | |
668,684 | | |
6.08 | % | |
0 | | |
668,684 | | |
0 | | |
668,684 | |
Patriot III GP (1) | |
668,684 | | |
6.08 | % | |
0 | | |
668,684 | | |
0 | | |
668,684 | |
Patriot III LLC (1) | |
668,684 | | |
6.08 | % | |
0 | | |
668,684 | | |
0 | | |
668,684 | |
W. Kirk Wycoff (1) | |
668,684 | | |
6.08 | % | |
0 | | |
668,684 | | |
0 | | |
668,684 | |
James F. Deutsch (1) | |
668,684 | | |
6.08 | % | |
0 | | |
668,684 | | |
0 | | |
668,684 | |
(1) Each
of Patriot Fund III GP, Patriot III LLC, Mr. Wycoff and Mr. Deutsch disclaims beneficial ownership of the Common Stock owned
by Patriot Fund III, except to the extent of its or his pecuniary interest therein.
(2) This
calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report
on Form 10-Q filed on August 4, 2023.
(c) No members of the Patriot Financial Group
III had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except that Patriot
Fund III purchased shares of the Common Stock as described below.
Acquisition Date | |
Shares Purchased | |
July 31, 2023 | |
| 2,600 | |
August 1, 2023 | |
| 10,300 | |
August 2, 2023 | |
| 4,200 | |
August 15, 2023 | |
| 45,000 | |
August 16, 2023 | |
| 5,000 | |
August 21, 2023 | |
| 12,300 | |
August 22, 2023 | |
| 37,700 | |
September 5, 2023 | |
| 50,000 | |
(d) Other than the Patriot Financial Group III,
no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities
of the Company referred to in this Item 5.
(e) N/A.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth
in Items 3 and 4 is incorporated herein by reference.
Item 7. |
Material to Be Filed as Exhibits |
CUSIP
No. 591774104 |
13D |
Page 10 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
PATRIOT FINANCIAL PARTNERS III, L.P. |
|
By: |
/s/ James F. Deutsch |
|
|
James F. Deutsch, a member of Patriot Financial
Partners III GP, LLC, the general partner of Patriot
Financial Partners GP III, L.P., the general partner of
Patriot Financial Partners III, L.P. |
|
PATRIOT FINANCIAL PARTNERS GP III, L.P. |
|
By: |
/s/ James F. Deutsch |
|
|
James F. Deutsch, a member of Patriot Financial
Partners GP III, LLC., the general partner of Patriot
Financial Partners GP III, L.P. |
|
PATRIOT FINANCIAL PARTNERS GP III, LLC |
|
By: |
/s/
W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member |
|
|
|
|
By: |
/s/ James F.
Deutsch |
|
|
James F. Deutsch, a member |
CUSIP
No. 591774104 |
13D |
Page 1 of 1 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement
is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
|
PATRIOT FINANCIAL PARTNERS III, L.P. |
|
By: |
/s/ James F. Deutsch |
|
|
James F. Deutsch, a member of Patriot Financial
Partners GP III, LLC, the general partner of Patriot
Financial Partners GP III, L.P., the general partner of
Patriot Financial Partners III, L.P. |
|
PATRIOT FINANCIAL PARTNERS GP III, L.P. |
|
By: |
/s/ James F. Deutsch |
|
|
James F. Deutsch, a member of Patriot Financial
Partners GP III, LLC., the general partner of Patriot
Financial Partners GP III, L.P. |
|
PATRIOT FINANCIAL PARTNERS GP III, LLC |
|
By: |
/s/
W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member |
|
|
|
|
By: |
/s/ James F.
Deutsch |
|
|
James F. Deutsch, a member |
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