Cape Bancorp, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
139209 1 00
|
(CUSIP Number)
|
W. Kirk Wycoff
Patriot Financial Partners, L.P.
Cira Centre
2929 Arch Street, 27th Floor
Philadelphia, Pennsylvania 19104
(215) 399-4650
|
Copies to:
Raymond A. Tiernan, Esq.
Silver, Freedman, Taff & Tiernan LLP
3299 K Street, N.W. Suite 100
Washington, DC 20007 (202) 295-4500
|
May 14, 2015 |
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 2 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners, 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, BK
|
|
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
1,360,456
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,360,456
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,360,456
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners Parallel, 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, BK
|
|
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
235,016
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
235,016
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,016
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 4 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP, 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
1,595,472
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,595,472
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,472
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 5 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP, 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
1,595,472
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,595,472
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,472
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 6 of 12 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
1,595,472
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,595,472
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,472
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 7 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ira M. Lubert
|
|
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
1,595,472
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,595,472
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,472
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 8 of 12 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Lynch
|
|
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
3,460
|
8
|
SHARED VOTING POWER
1,595,472
|
|
9
|
SOLE DISPOSITIVE POWER
3,460
|
|
10
|
SHARED DISPOSITIVE POWER
1,595,472
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,598,932
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 9 of 12 Pages
|
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
·
|
Patriot Financial Partners, L.P., a Delaware limited partnership (the "Patriot Fund");
|
·
|
Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (the "Patriot Parallel Fund" and together with the Patriot Fund, the "Funds");
|
·
|
Patriot Financial Partners GP, L.P., a Delaware limited partnership and general partner of the Funds ("Patriot GP");
|
·
|
Patriot Financial Partners GP, LLC, a Delaware limited liability company and general partner of Patriot GP ("Patriot LLC"); and
|
·
|
W. Kirk Wycoff, Ira M. Lubert and James J. Lynch as general partners of the Funds and Patriot GP and as members of Patriot LLC.
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 10 of 12 Pages
|
Item 5. | Interest in Securities of the Issuer |
CUSIP No. 139209 1 00
|
13D/A
|
Page 11 of 12 Pages
|
Purchaser
|
Date
|
Number of
Shares
Purchased
|
Price Per
Share
|
Total Cost
|
||||||||||
Patriot Fund
|
5/14/15
|
34,448
|
$
|
9.70
|
$
|
334,835
|
||||||||
Patriot Parallel Fund
|
5/14/15
|
5,950
|
9.70
|
57,834
|
||||||||||
Patriot Fund
|
5/13/15
|
42,635
|
9.70
|
414,412
|
||||||||||
Patriot Parallel Fund
|
5/13/15
|
7,365
|
9.70
|
71,588
|
||||||||||
Patriot Fund
|
5/8/15
|
5,188
|
9.63
|
50,049
|
||||||||||
Patriot Parallel Fund
|
5/8/15
|
896
|
9.63
|
8,644
|
||||||||||
Patriot Fund
|
5/7/15
|
4,332
|
9.61
|
41,699
|
||||||||||
Patriot Parallel Fund
|
5/7/15
|
748
|
9.61
|
7,200
|
||||||||||
Patriot Fund
|
5/6/15
|
12,722
|
9.63
|
122,821
|
||||||||||
Patriot Parallel Fund
|
5/6/15
|
2,198
|
9.63
|
21,220
|
||||||||||
Patriot Fund
|
5/5/15
|
17,054
|
9.67
|
165,274
|
||||||||||
Patriot Parallel Fund
|
5/5/15
|
2,946
|
9.67
|
28,550
|
||||||||||
Patriot Fund
|
5/1/15
|
3,000
|
9.75
|
29,307
|
||||||||||
Patriot Parallel Fund
|
5/1/15
|
518
|
9.75
|
5,060
|
||||||||||
Patriot Fund
|
4/29/15
|
8,527
|
9.55
|
81,591
|
||||||||||
Patriot Parallel Fund
|
4/29/15
|
1,473
|
9.55
|
14,095
|
||||||||||
Patriot Fund
|
3/19/15
|
170
|
9.30
|
1,584
|
||||||||||
Patriot Parallel Fund
|
3/19/15
|
30
|
9.30
|
280
|
(e)
|
Not applicable.
|
Item 7. | Material to Be Filed as Exhibits |
1
|
Joint Filer Statement *
|
|
* Previously filed.
|
CUSIP No. 139209 1 00
|
13D/A
|
Page 12 of 12 Pages
|
Date: May 19, 2015
|
||
PATRIOT FINANCIAL PARTNERS, L.P.
|
||
By:
|
/s/James J. Lynch | |
James J. Lynch, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P., the general partner of Patriot Financial Partners, L.P.
|
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
|
||
By:
|
/s/Ira M. Lubert | |
Ira M. Lubert, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P., the general partner of Patriot Financial Partners, L.P.
|
PATRIOT FINANCIAL PARTNERS GP, L.P.
|
||
By:
|
/s/W. Kirk Wycoff | |
W. Kirk Wycoff, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P., the general partner of Patriot Financial Partners, L.P.
|
/s/W. Kirk Wycoff | |
W. Kirk Wycoff
|
/s/Ira M. Lubert | |
Ira M. Lubert
|
/s/James J. Lynch | |
James J. Lynch
|