0001354488-11-003145.txt : 20110830 0001354488-11-003145.hdr.sgml : 20110830 20110830111040 ACCESSION NUMBER: 0001354488-11-003145 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110830 DATE AS OF CHANGE: 20110830 GROUP MEMBERS: DARREN R. TYMCHYSHYN GROUP MEMBERS: HOT CREEK CAPITAL, L.L.C. GROUP MEMBERS: HOT CREEK INVESTORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79241 FILM NUMBER: 111064640 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOT CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001141943 IRS NUMBER: 880446124 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 E. LIBERTY ST. STREET 2: STE. 511 CITY: RENO STATE: NV ZIP: 89501-2110 BUSINESS PHONE: 7758235233 MAIL ADDRESS: STREET 1: 1 E. LIBERTY ST. STREET 2: STE. 511 CITY: RENO STATE: NV ZIP: 89501-2110 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST MANAGERS LLC DATE OF NAME CHANGE: 20010604 SC 13G/A 1 hccl_sc13ga.htm AMENDMENT NO. 2 hccl_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
(Amendment No.2)

Under the Securities Exchange Act of 1934
 
OLD LINE BANCSHARES, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

67984M100
(CUSIP Number)

August 15, 2011
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

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 the 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 ("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. 67984M100
    
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
HOT CREEK CAPITAL, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
 270,944
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
270,944
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 270,944
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.9%
12
TYPE OF REPORTING PERSON
 
OO
 
 
2
 
 
CUSIP No. 67984M100
    
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
HOT CREEK INVESTORS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
270,944
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
270,944
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
270,944
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.9%
12
TYPE OF REPORTING PERSON
 
PN
 
 
3
 

CUSIP No. 67984M100
    
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Darren R. Tymchyshyn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
270,944
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
270,944
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
270,944
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.9%
12
TYPE OF REPORTING PERSON
 
IN
 
 
4
 

ITEM 1:

(a) Name of Issuer:
 
Old Line Bancshares, Inc.

(b)  Address of Issuer's Principal Executive Offices:

1525 Pointer Ridge Place
Bowie, Maryland 20716

ITEM 2:

(a)  Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"): (i) Hot Creek Capital, L.L.C. (the "General Partner"), (ii) Hot Creek Investors, L.P. (“Investors”), and (iii) Darren R. Tymchyshyn, the managing member of the General Partner ((i), (ii), and (iii) being collectively, the "Filing Persons"). The Common Stock of Old Line Bancshares, Inc. (the “Stock”) which is the subject of this Schedule 13G is held by Investors. The other Filing Persons are joining in this Schedule 13G because they exercise voting and investment power over the Common Stock held by Investors. The Filing Persons have entered into a Joint Filing Agreement, dated as of August 29, 2011, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Filing Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. The Filing Persons expressly disclaim that they have agreed to act as a group.
 
(b) Address of Principal Business Office or, if none, Residence:

600 University Street, Suite 2003
Seattle, Washington 98101

(c)  Citizenship:

Nevada for Investors and the General Partner;
Darren R. Tymchyshyn is a citizen of Canada
 
(d)  Title of Class of Securities:

Common Stock

(e)   CUSIP Number:

67984M100
 
ITEM 3:  NOT APPLICABLE
 
 
5
 
 
ITEM 4:   OWNERSHIP.

(a)  Amount beneficially owned:

270,944 shares of Stock may be deemed beneficially owned within the meaning of Rule 13d-3 of the Act by Investors, the General Partner, and Darren R. Tymchyshyn. The General Partner and Mr. Tymchyshyn expressly disclaim direct and beneficial ownership of the shares of Stock reported as deemed to be beneficially owned by them.

Based on Form 10-Q dated August 15, 2011, the Issuer had 6,809,594 shares of Common Stock issued and outstanding on July 30, 2011. Accordingly, the 270,944 shares of Stock which may be deemed to be beneficially owned by Investors represent approximately 3.9 percent (3.9%) of the Issuer’s issued and outstanding Stock thereafter.

(b)  Percent of class: 3.9%

(c)  Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote     0  
(ii) Shared power to vote or to direct the vote     270,944  
(iii) Sole power to dispose or to direct the disposition of     0  
(iv) Shared power to dispose or to direct the disposition of     270,944  
 
ITEM 5:   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
Not applicable.
 
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.
 
ITEM 10:  CERTIFICATIONS.
 
By signing below I certify that, to the best of my knowledge and belief, 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 purpose or effect.
 
 
6
 
 
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.
 
  HOT CREEK CAPITAL, L.L.C.  
       
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
    Title: Managing Member  
 
  HOT CREEK INVESTORS, L.P.  
  By its General Partner  
  HOT CREEK CAPITAL, L.L.C.  
       
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
    Title: Managing Member  
 
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
 
 
7
 
 
Exhibit A
 

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
  HOT CREEK CAPITAL, L.L.C.  
       
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
    Title: Managing Member  
 
  HOT CREEK INVESTORS, L.P.  
  By its General Partner  
  HOT CREEK CAPITAL, L.L.C.  
       
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
    Title: Managing Member  
       
 
Dated: August 29, 2011
By:
/s/ Darren R. Tymchyshyn  
    Name: Darren R. Tymchyshyn  
 
 
 
8