SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Tall Cotton Partners, LLC (Last) (First) (Middle) C/O VIRGINIA CAPITAL PARTNERS 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2011	3. Issuer Name and Ticker or Trading Symbol SMITH MIDLAND CORP [ SMID ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	567,363(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Tall Cotton Partners, LLC (Last) (First) (Middle) C/O VIRGINIA CAPITAL PARTNERS 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Russell Frederick L. Jr. (Last) (First) (Middle) C/O VIRGINIA CAPITAL PARTNERS 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Virginia Capital II, LP (Last) (First) (Middle) 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Virginia Capital Partners II, LLC (Last) (First) (Middle) 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Virginia Capital Partners, LLC (Last) (First) (Middle) 1801 LIBBIE AVENUE, SUITE 201 (Street) RICHMOND VA 23226 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares are owned directly by Tall Cotton Partners, LLC ("TCP"). Virginia Capital II, LP ("VCP II LP") owns a majority of the voting interests in TCP, and Virginia Capital Partners II, LLC ("VCP II") is the sole manager of TCP. VCP II is the general partner of VCP II LP. Virginia Capital Partners, LLC ("VCP") is the sole owner of VCP II. Frederick L. Russell, Jr. controls VCP. None of VCP II LP, VCP II, VCP or Mr. Russell holds any shares of the issuer directly but may be deemed to indirectly beneficially own the shares of the issuer held by TCP. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

	/s/ Frederick L. Russell, Jr., President of Virginia Capital Partners II, LLC, Manager of Tall Cotton Partners, LLC	11/14/2011
	/s/ Frederick L. Russell, Jr.	11/14/2011
	/s/ Frederick L. Russell, Jr., Manager of Virginia Capital Partners II, LLC, its General Partner	11/14/2011
	/s/ Frederick L. Russell, Jr., Manager	11/14/2011
	/s/ Frederick L. Russell, Jr., Manager	11/14/2011
	** Signature of Reporting Person	Date
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