0001398344-12-002388.txt : 20120731 0001398344-12-002388.hdr.sgml : 20120731 20120731170908 ACCESSION NUMBER: 0001398344-12-002388 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120731 DATE AS OF CHANGE: 20120731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CAPITAL BANCORP, INC. CENTRAL INDEX KEY: 0001373525 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 113782033 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83046 FILM NUMBER: 12997585 BUSINESS ADDRESS: STREET 1: 4222 COX ROAD, SUITE 200 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 804-276-1160 MAIL ADDRESS: STREET 1: 4222 COX ROAD, SUITE 200 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M3 PARTNERS LP CENTRAL INDEX KEY: 0001426094 IRS NUMBER: 260838223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 EXCHANGE PLACE STREET 2: SUITE 510 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: (202) 246-9200 MAIL ADDRESS: STREET 1: 10 EXCHANGE PLACE STREET 2: SUITE 510 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 SC 13G 1 fo0005227_sc13g.htm fo0005227_sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
(Rule 13d-102)

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

FIRST CAPITAL BANCORP, INC.
(Name of Issuer)
 
Common Stock, $4.00 Par Value Per Share
(Title of Class of Securities)
 
319438107
(CUSIP Number)
 
July 5, 2012
(Date of Event Which Requires Filing of This Statement)

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

 
[   ]
Rule 13d-1(b)
 
[X]
Rule 13d-1(c)
 
[   ]
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 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).

(Continued on following pages)
 
 
 
 
 
CUSIP NO.                      319438107
13G
Page 2 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 FUNDS, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
485,083  shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
485,083  shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,147  shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
  
12
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)
  
 
 
 
 
 
CUSIP NO.                      319438107
13G
Page 3 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
485,083  shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
485,083  shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,147  shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
 
PN (Limited Partnership)
 
 
 
 
 
CUSIP NO.                      319438107
13G
Page 4 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3F, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF UTAH, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
485,083  shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
485,083  shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,147  shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding shares of Common Stock
12
TYPE OF REPORTING PERSON
 
CO, IA

 
 
 
 
CUSIP NO.                      319438107
13G
Page 5 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
Jason A. Stock
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
485,083  shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSTIVE POWER
 
485,083  shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,147  shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding Common Stock
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP NO.                      319438107
13G
Page 6 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
William C. Waller
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5
SOLE VOTING POWER
 
N/A
6
SHARED VOTING POWER
 
485,083  shares of Common Stock
7
SOLE DISPOSITIVE POWER
 
N/A
8
SHARED DISPOSITIVE POWER
 
485,083  shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,147  shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.3% of the outstanding Common Stock
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
Item 1.
(a)
Name of Issuer:

First Capital Bancorp, Inc. (the “Issuer”)

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

4222 Cox Road
Glen Allen, Virginia 23060

Item 2.
(a)
Name of Persons Filing:

M3 Funds, LLC
M3 Partners, LP
M3F, Inc.
Jason A. Stock
William C. Waller

 
(b)
Address of Principal Business Office or, if None, Residence:

For all persons filing:

10 Exchange Place, Suite 510
Salt Lake City, UT  84111

 
(c)
Citizenship:

M3 Funds, LLC is a Delaware limited liability company
M3 Partners, LP is a Delaware limited partnership
M3F, Inc. is a Utah corporation
Mr. Stock and Mr. Waller are United States citizens

 
(d)
Title of Class of Securities:

Common Stock, Par Value $4.00

 
(e)
CUSIP Number:

319438107

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable. Filed pursuant to Rule 13d-1(c).
 
 
 
 

Item 4.
Ownership.
 
The reported shares are the Issuer’s common stock, par value of $4.00 per share.

As of July 31, 2012, M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”), directly owns 485,083 of the Issuer’s common stock, which amount is approximately 4.1% of the Issuer’s outstanding common stock.  M3 Partners also owns warrants (the “Warrants”) to purchase an additional 154,064 shares of the Issuer’s common stock. Accordingly, M3 Partners may be deemed to beneficially own 639,147 shares of the Issuer’s common stock. Upon M3 Partners’ exercise of the Warrants, M3 Partners could directly own up to approximately 5.3% of the Issuer’s common stock outstanding at such time.

In addition, the General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.  Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ]

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 or Control Person.

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.
Certification.

By signing below, each of the undersigned certifies that, to the best of his or its 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.
 
 
 
 

Exhibits

Exhibit 1
 
Joint Filing Agreement dated July 31, 2012, among M3 Partners, LP, M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller.
 
 
 
 
 
Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 
Date: July 31, 2012
  
       
 
M3 PARTNERS, LP
  
       
 
By:
M3 Funds, LLC, General Partner
  
       
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Manager
  
       
       
 
Date: July 31, 2012
  
       
 
M3 FUNDS, LLC
  
       
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Manager
  
       
       
 
Date: July 31, 2012
  
       
 
M3F, INC.
  
       
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Managing Director
  
       
 
Date: July 31, 2012
  
       
 
/s/ Jason A. Stock
  
 
Jason A. Stock
  
       
       
 
Date: July 31, 2012
  
       
 
/s/ William C. Waller
  
 
William C. Waller
  


EX-1 2 fo0005227_ex1.htm fo0005227_ex1.htm
 
EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, Par Value $4.00 per share, of First Capital Bancorp, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
 
 
 
 
In witness whereof, each of the undersigned has executed this Agreement as of July 31, 2012.
 
 
M3 PARTNERS, LP
  
       
 
By:
M3 Funds, LLC, General Partner
  
       
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Manager
  
       
       
 
M3 FUNDS, LLC
  
 
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Manager
  
       
       
 
M3F, INC.
  
       
 
By:
/s/ Jason A. Stock
  
 
Name:
Jason A. Stock
  
 
Title:
Managing Director
  
       
       
 
/s/ Jason A. Stock
  
 
Jason A. Stock
  
       
       
       
 
/s/ William C. Waller
  
 
William C. Waller