0000897069-14-000437.txt : 20141021 0000897069-14-000437.hdr.sgml : 20141021 20141020174111 ACCESSION NUMBER: 0000897069-14-000437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20141021 DATE AS OF CHANGE: 20141020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO BANCORP, INC. CENTRAL INDEX KEY: 0001085706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251834776 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58095 FILM NUMBER: 141164590 BUSINESS ADDRESS: STREET 1: 3801 PAXTON STREET CITY: HARRISBURG STATE: PA ZIP: 17111 BUSINESS PHONE: 7174126301 MAIL ADDRESS: STREET 1: 3801 PAXTON STREET CITY: HARRISBURG STATE: PA ZIP: 17111 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA COMMERCE BANCORP INC DATE OF NAME CHANGE: 19990504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 cg452.htm cg452.htm
 
CUSIP No. 59161R101
Page 1 of 20 Pages





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A
Amendment No. 5

Under the Securities Exchange Act of 1934




METRO BANCORP, INC.
(Name of Issuer)

Common Stock, $1.00 par value
(Title of Class of Securities)


59161R101
(CUSIP Number)

Mr. Richard J. Lashley
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ  07960
(973) 539-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- with copies to-

 
Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL  60654-5313
(312) 832-4549
Peter D. Fetzer
Foley & Lardner LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI  53202-5306
(414) 297-5596
  
 
October 20, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

 
 
 
CUSIP No. 59161R101
Page 2 of 20 Pages




1
NAME OF REPORTING PERSON
PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,017,825
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
1,017,825
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,825
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 59161R101
Page 3 of 20 Pages




1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
639,985
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
639,985
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,985
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 59161R101
Page 4 of 20 Pages




1
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
257,699
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
257,699
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,699
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 59161R101
Page 5 of 20 Pages




1
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
120,141
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
120,141
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,141
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 59161R101
Page 6 of 20 Pages




1
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
225,104
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
225,104
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,104
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
  
14
TYPE OF REPORTING PERSON
PN
  


 
 
 
CUSIP No. 59161R101
Page 7 of 20 Pages




1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
225,104
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
225,104
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,104
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
  
14
TYPE OF REPORTING PERSON
OO
  


 
 
 
CUSIP No. 59161R101
Page 8 of 20 Pages




1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,242,929
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
1,242,929
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,929
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
  
14
TYPE OF REPORTING PERSON
OO
  



 
 
 
CUSIP No. 59161R101
Page 9 of 20 Pages




1
NAME OF REPORTING PERSON
John W. Palmer
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
250
  
8
SHARED VOTING POWER
1,242,929
  
9
SOLE DISPOSITIVE POWER
250
  
10
SHARED DISPOSITIVE POWER
1,242,929
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,179
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
  
14
TYPE OF REPORTING PERSON
IN
  


 
 
 
CUSIP No. 59161R101
Page 10 of 20 Pages




1
NAME OF REPORTING PERSON
Richard J. Lashley
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
  
4
SOURCE OF FUNDS
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
4,000
  
8
SHARED VOTING POWER
1,242,929
  
9
SOLE DISPOSITIVE POWER
4,000
  
10
SHARED DISPOSITIVE POWER
1,242,929
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,246,929
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
  
14
TYPE OF REPORTING PERSON
IN
  



 
 
 
CUSIP No. 59161R101
Page 11 of 20 Pages



Item 1.
Security and Issuer

This amended Schedule 13D relates to the common stock, $1.00 par value (“Common Stock”), of Metro Bancorp, Inc. (the “Company” or “Metro”).  The address of the principal executive offices of the Company is 3801 Paxton Street, Harrisburg, PA 17111.
 
Item 2.
Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to Amendment No. 1 to this Schedule 13D, as filed on April 16, 2014.
 
●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
 
●   
 PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
 
●   
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
 
●   
John W. Palmer, as (1) a Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and (2) an individual; and
 
●   
Richard J. Lashley, as (1) a Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and (2) an individual.
 
(a)-(c)           This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 
 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 
 
 
CUSIP No. 59161R101
Page 12 of 20 Pages
 
 
 
(2)
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP;

 
(3)
shares of common stock held by Mr. Palmer as an individual; and

 
(4)
shares of common stock held by Mr. Lashley as an individual.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.  The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group 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)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 1,247,179 shares of Common Stock of the Company acquired at an aggregate cost of $20,377,758.
 
From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, the Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP each have margin loans from BNP Paribas secured by Common Stock.
 

 
 
 
CUSIP No. 59161R101
Page 13 of 20 Pages
 
 
The amount of funds expended by Financial Edge Fund to acquire the 639,985 shares of Common Stock it holds in its name is $10,427,562.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Financial Edge Strategic to acquire the 257,699 shares of Common Stock it holds in its name is $4,371,710.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Focused Fund to acquire the 120,141 shares of Common Stock it holds in its name is $1,824,036.  Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Goodbody/PL LP to acquire the 225,104 shares of Common Stock it holds in its name is $3,654,491.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.
 
The amount of funds expended by Mr. Palmer to acquire the 250 shares of Common Stock he holds in his name is $5,880.  Such funds were provided from Mr. Palmer’s available personal funds.
 
The amount of funds expended by Mr. Lashley to acquire the 4,000 shares of Common Stock he holds in his name is $94,080.  Such funds were provided from Mr. Lashley’s available personal funds.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s fifth amendment to its initial Schedule 13D filing.  In the aggregate, the PL Capital Group owns 8.8% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of July 31, 2014.  The PL Capital Group acquired the Common Stock because it believed the Common Stock was undervalued at the time of purchase.  The PL Capital Group’s intends to monitor the performance of the Company and the actions of the Company’s management and board of directors, and where needed, to assert the PL Capital Group’s stockholder rights.  As noted below, the PL Capital Group intends to nominate one or more candidates for election to the board of Metro Bancorp, on the WHITE proxy card, at the Company’s 2015 annual meeting of shareholders.

On October 20, 2014, Mr. John Palmer submitted notice to the Company of his intent to nominate Richard J. Lashley and William A. Houlihan for election as directors of the Company, on the WHITE proxy card, at the Company’s 2015 Annual Shareholder Meeting.  A copy of the nomination letter is attached as Exhibit 6 hereto.  The PL Capital Group issued a press release announcing the notice, a copy of which is attached as Exhibit 7 hereto.

 
 
 
CUSIP No. 59161R101
Page 14 of 20 Pages
 



On October 14, 2014 Metro Bancorp issued a press release outlining various corporate announcements, including the appointment of three additional directors and a decision to remain as an independent company utilizing its existing strategic plan and business model.  After reading that press release, PL Capital principals Richard Lashley and John Palmer had a telephone conversation with Metro Bancorp’s CEO Gary Nalbandian and CFO Mark Zody.  Among other things, Messrs. Lashley and Palmer told Messrs. Nalbandian and Zody that they (1) were disappointed with the Company’s management team and board for not giving PL Capital, or apparently any other shareholder, an opportunity to suggest qualified board nominees before three new directors were added, (2) disagreed with the Company’s decision to remain independent and continue with the same business model, and (3) intended to nominate one or more candidates for election to the board of directors of Metro Bancorp at the 2015 annual meeting.  Mr. Lashley then reiterated those points in a letter dated October 14, 2014 to Mr. Nalbandian, a copy of which is attached as Exhibit 3 to Amendment No. 4 to this Schedule 13D, as filed on October 16, 2014.  On October 14, 2014 the PL Capital Group also issued a press release reiterating the same, a copy of which is attached as Exhibit 4 to Amendment No. 4 to this Schedule 13D, as filed on October 16, 2014.

On October 15, 2014 Mr. Palmer sent a letter to Metro Bancorp’s Corporate Secretary, Mr. Peter J. Ressler, demanding certain books and records of the Company as well as shareholder lists.  A copy of the demand letter is attached as Exhibit 5 to Amendment No. 4 to this Schedule 13D, as filed on October 16, 2014.

Previously, Mr. Lashley sent a letter dated June 18, 2014 to Mr. Nalbandian outlining PL Capital’s views of Metro Bancorp. A copy of the letter is attached as Exhibit 2 to Amendment No. 3 to this Schedule 13D, as filed on June 20, 2014.

Unless otherwise noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing the PL Capital Group’s aggregate holdings above 9.99% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 

 
 
 
CUSIP No. 59161R101
Page 15 of 20 Pages
 

Item 5.
Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 14,200,176, reported as the number of outstanding shares as of July 31, 2014, in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2014.
 
The PL Capital Group made transactions in the Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014, as noted below:
 
(A)
Financial Edge Fund

(a)-(b)           See cover page.

 
(c)
Financial Edge Fund made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)
Financial Edge Strategic

(a)-(b)           See cover page.

 
(c)
Financial Edge Strategic made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)
Focused Fund

(a)-(b)           See cover page.


 
 
 
CUSIP No. 59161R101
Page 16 of 20 Pages
 
 
 
(c)
Focused Fund made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.
 
(D)
Goodbody/PL LP

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LP made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
 
 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
 
(E)           PL Capital

(a)-(b)           See cover page.

 
(c)
PL Capital has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F)           PL Capital Advisors

(a)-(b)           See cover page.

 
(c)
PL Capital Advisors has made no purchases or sales of Common Stock directly.

 
 
 
CUSIP No. 59161R101
Page 17 of 20 Pages
 

 
(d)
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G)           Goodbody/PL LLC

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)           Mr. John W. Palmer

(a)-(b)           See cover page.

 
(c)
Mr. Palmer made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.
 
 (I)           Richard J. Lashley

(a)-(b)           See cover page.

 
(c)
Mr. Lashley made no purchases or sales of Common Stock since the filing of Amendment No. 4 to this Schedule 13D on October 16, 2014.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 

 
 
 
CUSIP No. 59161R101
Page 18 of 20 Pages
 

 
Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit No.
Description
   
1
Joint Filing Agreement*
   
2
Letter to Metro Bancorp CEO Gary Nalbandian dated June 18, 2014*
   
3
Letter to Metro Bancorp CEO Gary Nalbandian dated October 14, 2014*
   
4
PL Capital press release dated October 14, 2014*
   
5
Demand Letter to Metro Bancorp Corporate Secretary Peter J. Ressler dated October 15, 2014*
   
6
Nomination Letter from John Palmer to Metro Bancorp dated October 20, 2014
   
7
PL Capital press release dated October 20, 2014
   
* Previously filed.
 

 
 
 
CUSIP No. 59161R101
Page 19 of 20 Pages
 

SIGNATURES

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.

Date:           October 20, 2014

FINANCIAL EDGE FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
FINANCIAL EDGE-STRATEGIC FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL/FOCUSED FUND, L.P.
 
By:           PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
GOODBODY/PL CAPITAL, L.P.
 
By:           GOODBODY/PL CAPITAL, LLC
General Partner
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member

 
 
 
CUSIP No. 59161R101
Page 20 of 20 Pages
 


GOODBODY/PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer                                         /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL ADVISORS, LLC
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 
PL CAPITAL, LLC
 
 
By:           /s/ John W. Palmer                                           /s/ Richard J. Lashley
John W. Palmer                                                  Richard J. Lashley
Managing Member                                           Managing Member
 

 
By:           /s/ John W. Palmer
John W. Palmer
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
 

EX-99.6 ADVSER CONTR 2 cg452a.htm cg452a.htm
EXHIBIT 6



October 20, 2014



Certified Mail Return Receipt Requested and Overnight Delivery

Mr. Peter J. Ressler, Corporate Secretary
Metro Bancorp, Inc.
3801 Paxton Street
Harrisburg, PA  17111-0999

Re:           Notice of Intent to Nominate Directors and Submit Nominees for Election

Dear Sir:

This letter constitutes a notice of intent by John W. Palmer to nominate two persons for election as directors of Metro Bancorp, Inc. (the “Company”) at the 2015 Annual Meeting of Shareholders of the Company, and to submit these nominees for election at such Annual Meeting.  This notice is being provided to you pursuant to Section 8.1 of Article 8 of the Company’s Bylaws, as amended, effective October 8, 2014, and will be resubmitted within the timeframe specified in the Bylaws.
 
I, John Palmer, hereby certify to the Company that I am entitled to vote and own of record 250 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”).  I may be deemed to be entitled to vote and beneficially own an additional 1,242,929 shares of the Common Stock as part of the PL Capital Group (as defined herein), or 8.8% of the total shares outstanding, as detailed in Appendix B hereto.
 
By the fact of Mr. Palmer’s submission of this notice of intent to nominate and submit his nominees for election, it is his understanding that the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement and form of proxy with the United States Securities and Exchange Commission to allow the Commission time to review and comment on such proxy materials.
 
Mr. Palmer hereby notifies the Company pursuant to Section 8.1 of Article 8 of the Company’s Bylaws that he intends to nominate Mr. Richard J. Lashley and Mr. William A. Houlihan for election to the Board of Directors of the Company at the 2015 Annual Meeting of Shareholders of the Company.  Enclosed is the written consent of Mr. Lashley and Mr. Houlihan to be named in the proxy statement of Mr. Palmer and the PL Capital Group and to serve as directors of the Company, if elected.  Mr. Palmer represents (1) that he is the beneficial owner of Common Stock entitled to vote at the 2015 Annual Meeting of Shareholders and he intends to appear (or will direct a qualified representative to appear) in person or by proxy at such meeting to nominate Mr. Lashley and Mr. Houlihan; and (2) that he and the PL Capital Group intend to deliver a proxy statement and form of WHITE proxy card to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominees.

 
 
 
 

Set forth below is certain information, including that required by Section 8.1 of Article 8 of the Company’s Bylaws.  The information set forth below responds fully to all of the requirements of Section 8.1 of Article 8 of the Company’s Bylaws.
 
(1)           As to proposed nominees—Mr. Richard J. Lashley and Mr. William A. Houlihan:

A.           Name, Age, Business Address and Residence Address

Name
Age
Business Address
Residence Address
       
Richard J. Lashley
56
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ 07960
 
2 Trinity Place
Warren, NJ 07059
William A. Houlihan
59
Same as residence
92 Bonnie Way
Allendale, NJ 07421

B.           Principal Occupation or Employment and Qualifications of Proposed Nominees

Richard J. Lashley:
Since 1996 Mr. Lashley has been a principal and managing member of PL Capital, LLC and its affiliates.  PL Capital is an investment firm specializing in community banks and thrifts.  He has served on a number of bank and thrift boards since co-founding PL Capital.  Prior to 1996, Mr. Lashley was a CPA at KPMG, where he specialized in providing professional advisory and auditing services to banks and thrifts.

William A. Houlihan:
Mr. Houlihan currently serves as a board member of three publicly-traded companies (Five Oaks Investment Corp., a mortgage REIT;  Tiptree Financial Inc., a financial services company; and First Physicians Capital Group, Inc., a health care investment company).  From 2001 to 2014 he previously served as a board member and/or senior executive of numerous private and publicly-traded companies and banks, including CFO of three bank holding companies and/or banks.  At various times from 1981 to 2007 Mr. Houlihan was also an investment banker at various investment banking firms, where he specialized in financial institutions.

Mr. Palmer believes that Mr. Lashley and Mr. Houlihan would both be deemed “independent” under the NASDAQ Marketplace Rules.  Mr. Palmer also believes that Mr. Lashley and Mr. Houlihan would both qualify as an “audit committee financial expert,” as that term is defined by the Securities and Exchange Commission (SEC) and the NASDAQ Marketplace Rules.
 

 
 
2
 

Mr. Lashley’s investment, finance and accounting background, combined with his prior experience on various bank boards and extensive knowledge of the banking industry, qualify him to serve on the Company’s board of directors.  Specifically, his extensive experience with, and understanding of, financial, accounting and strategic issues will allow him to provide the board with valuable recommendations and ideas.
 
Mr. Houlihan’s extensive financial services investment banking background, extensive experience as CFO or other senior executive of various public and private companies, combined with his extensive public and private company board experience and extensive knowledge of the banking industry, qualify him to serve on the Company’s board of directors.  Specifically, his extensive experience with, and understanding of, financial, accounting and strategic issues will allow him to provide the board with valuable recommendations and ideas.
 
Furthermore, the role of an effective director inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the director may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations.  Mr. Palmer believes that the background and expertise of each of Mr. Lashley and Mr. Houlihan, as set forth herein, evidence those abilities and are appropriate to their serving on the Company’s board of directors.
 
C.           Shares Owned Either Beneficially or Of Record

Name of Nominee
Class
Amount
     
Richard J. Lashley
Common
1,246,929*
     
William A. Houlihan
Common
0

_______
* Includes 4,000 shares held in his name and 1,242,929 shares beneficially owned by the PL Capital Group as defined in Appendix B.

D.           Interest of Certain Persons in Matters to be Acted Upon

Except as otherwise set forth herein, Mr. Lashley is not, nor has he been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
 
Except as otherwise set forth herein, Mr. Lashley does not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
 

 
 
3
 
 
Except as otherwise set forth herein, Mr. Houlihan is not, nor has he been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
 
Except as otherwise set forth herein, Mr. Houlihan does not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
 
E.           Other Information

Directorships of Other Publicly Owned Companies

Except as noted below, neither Mr. Lashley nor Mr. Houlihan is presently serving as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940.
 
Mr. Houlihan is currently serving as a director of:
 
●   
Tiptree Financial Inc.
 
●   
Five Oaks Investment Corp.
 
●   
First Physicians Capital Group, Inc.
 
Material Proceedings Adverse to the Company

To the knowledge of Mr. Palmer and the nominees, there are no material proceedings to which the nominees, or any of their associates, is a party adverse to the Company or any of its subsidiaries, and neither the nominees nor any of their associates has a material interest adverse to the Company or any of its subsidiaries.
 
Transactions In Common Stock

The transactions listed in Appendix A are the only transactions during the past two years with regard to the Common Stock made by Mr. Palmer, the PL Capital Group and the nominees.  From time to time the PL Capital Group used margin account loans in connection with their transactions in Common Stock.  Neither Mr. Palmer nor the nominees used margin loans in connection with their transactions, if any, in the Common Stock.
 
Mr. Houlihan does not own any shares of Common Stock, and has not had any transactions in the Common Stock during the past two years.
 

 
 
4
 

Arrangements or Understandings with Other Persons

Mr. Lashley has agreements with the PL Capital Group, whereby he is indemnified for certain liabilities he may incur in connection with his duties, which includes the intended solicitation of proxies for use at the 2015 Annual Meeting of Stockholders of the Company.
 
The PL Capital Group has also agreed to indemnify Mr. Houlihan for any liabilities he may incur in connection with the intended solicitation of proxies for use at the 2015 Annual Meeting of Shareholders of the Company.
 
The PL Capital Group will also reimburse Mr. Lashley and Mr. Houlihan for any expenses that they reasonably incur in connection with the intended solicitation of proxies for use at the 2015 Annual Meeting of Shareholders of the Company.
 
To Mr. Lashley’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.
 
To Mr. Houlihan’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.
 
As of the date of this letter, neither Mr. Palmer nor the PL Capital Group has formally retained any person or firm to make solicitations or recommendations to stockholders for the purpose of assisting in the election of the nominees as directors.
 
Other than the parties named herein, who hold 1,247,179 shares of Common Stock in the aggregate, no other stockholder is known to the nominator or the nominees to be voting for the nominees.
 
Absence of any Family Relationships

Neither Mr. Lashley nor Mr. Houlihan has any family relationship with any director or officer of the Company.
 
Absence of Involvement in Certain Legal Proceedings

To the knowledge of Mr. Lashley, and based on information in his possession:
 
a.  Since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Lashley and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Lashley.  In addition, since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
 

 
 
5
 

b.  Mr. Lashley has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
 
c.  Since January 1, 2013, Mr. Lashley has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
 
d.  Since January 1, 2013, Mr. Lashley has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
 
e.  Since January 1, 2013, Mr. Lashley has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
 
To the knowledge of Mr. Houlihan, and based on information in his possession:
 
a.  Since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Houlihan, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Houlihan.  In addition, since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
 
b.  Mr. Houlihan has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
 

 
 
6
 
 
c.  Since January 1, 2013, Mr. Houlihan has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
 
d.  Since January 1, 2013, Mr. Houlihan has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
 
e.  Since January 1, 2013, Mr. Houlihan has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
 
Absence of Certain Transactions

To the best knowledge of Mr. Lashley, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Lashley nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Lashley nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
 
To the best knowledge of Mr. Houlihan, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Houlihan nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Houlihan nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
 
Section 16 Compliance

Mr. Lashley is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
 

 
 
7
 
 
Mr. Houlihan is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
 
(2)           As to the Nominator—John W. Palmer:

A.           Name and Residence Address

John W. Palmer
4216 Richwood Court
Naperville, IL  60540

Mr. Palmer is engaged in various interests, including investments, through PL Capital Group and its affiliates.

B.           Record and Beneficial Ownership of the Nominator

Mr. Palmer is the owner of record of 250 shares of the Company’s Common Stock and may be deemed to beneficially own an additional 1,242,929 shares of the Common Stock as part of the PL Capital Group, or 8.8% of the total shares outstanding, as detailed in the PL Capital Group’s beneficial ownership of Common Stock included in Appendix B.
 
* * * * * *
 
The PL Capital Group

Mr. Palmer and Mr. Lashley are members of the “PL Capital Group,” which currently consists of the following persons and entities with regard to its holdings in the Company:

●   
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
 
●   
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
 
●   
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
 
●   
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
 
●   
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
 

 
 
8
 

●   
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
 
●   
PL Capital Advisors, LLC, a Delaware limited liability company and the investment advisor to Financial Edge Fund. Financial Edge Strategic, Goodbody/PL LP and the Focused Fund (“PL Capital Advisors”).
 
●   
John Palmer and Richard Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
●   
Richard Lashley, as an individual.
 
●   
John Palmer, as an individual.
 
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer and Richard Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

If the Company’s board of directors or a committee thereof believes this notice is incomplete or otherwise deficient in any respect, please contact Mr. Palmer immediately so that he may promptly address any alleged deficiencies.
 
 
Sincerely,
 
/s/ John W. Palmer
 
John W. Palmer
 

 
 
 
9
 
Appendix A
 
Transactions in Common Stock in the Past Two Years
 
The transactions listed below are the only transactions during the past two years with regard to the Common Stock made by Mr. Palmer, the PL Capital Group and the nominees.  Mr. Houlihan does not own any shares of Common Stock, and has not had any transactions in the Common Stock during the past two years.
 
Financial Edge Fund, LP
Transaction Date
Number of Shares (Sold) Purchased
10/18/2012
500
11/13/2012
2,614
11/14/2012
8,000
11/15/2012
1,100
08/27/2013
3,600
01/29/2014
4,663
02/05/2014
16,000
02/07/2014
5,000
02/10/2014
9,180
02/18/2014
(2,500)
03/14/2014
2,676
03/17/2014
2,488
03/18/2014
649
03/18/2014
1,100
03/21/2014
5,200
03/21/2014
9,117
03/24/2014
19,000
03/26/2014
4,600
03/26/2014
23,813
03/27/2014
18,000
03/28/2014
3,280
03/28/2014
3,100
04/04/2014
2,300
04/09/2014
5,200
04/10/2014
2,900
04/11/2014
2,152
04/14/2014
5,900
04/14/2014
47,100
04/14/2014
1,000
04/28/2014
846
05/01/2014
7,068
05/01/2014
3,900
05/05/2014
3,548
05/06/2014
6,984
05/15/2014
7,000
05/16/2014
2,860
05/21/2014
4,504
05/22/2014
71,000
06/04/2014
4,500
06/05/2014
6,500
06/18/2014
3,436
10/14/2014
12,000
 
Appendix A – Page 1
 
 
 


Financial Edge-Strategic Fund, LP
Transaction Date
Number of Shares (Sold) Purchased
11/14/2012
3,700
08/27/2013
1,500
12/11/2013
2,485
01/29/2014
2,000
01/30/2014
9,000
01/31/2014
16,000
02/04/2014
12,661
02/05/2014
158
02/05/2014
5,000
03/21/2014
5,000
03/21/2014
9,000
03/24/2014
8,800
03/27/2014
9,551
04/09/2014
2,100
04/10/2014
4,968
04/14/2014
20,000
05/01/2014
4,000
05/15/2014
3,719
05/22/2014
29,592
06/04/2014
2,000
06/05/2014
2,400
10/14/2014
6,200

Goodbody/PL Capital, LP
Transaction Date
Number of Shares (Sold) Purchased
11/14/2012
2,700
11/16/2012
804
08/27/2013
1,200
08/28/2013
300
01/29/2014
1,500
02/05/2014
4,000
03/24/2014
7,100
03/27/2014
5,000
04/09/2014
1,700
04/14/2014
11,700
05/01/2014
2,000
05/15/2014
2,000
05/22/2014
25,000
06/04/2014
1,800
06/05/2014
2,327
10/14/2014
34,000


Appendix A – Page 2
 
 
 


PL Capital/Focused Fund, LP
Transaction Date
Number of Shares (Sold) Purchased
11/14/2012
2,391
08/27/2013
887
01/28/2014
118
01/29/2014
1,000
02/03/2014
536
03/24/2014
5,231
03/27/2014
3,200
04/09/2014
1,000
04/14/2014
7,600
04/25/2014
3,300
05/01/2014
2,000
05/15/2014
1,400
05/22/2014
12,000
06/04/2014
1,509
06/05/2014
1,200
06/18/2014
1,200
10/14/2014
2,000

Richard Lashley
Transaction Date
Number of Shares (Sold) Purchased
10/14/2014
4,000

John W. Palmer
Transaction Date
Number of Shares (Sold) Purchased
9/18/2014
200
9/18/2014
50


Appendix A – Page 3
 
 
 
 
Appendix B
 
Listed below are the current holdings of shares of Common Stock of Mr. Palmer, the PL Capital Group and the nominees.  Mr. Houlihan does not own any shares of Common Stock, and he expressly disclaims beneficial ownership of any securities held by the PL Capital Group.
 
Name and Address
Shares Held Beneficially
Percent of Class
Shares Held By
Non-Participant Associates
Richard Lashley
2 Trinity Place
Warren, NJ 07059
 1,246,929(1)
8.8%
0
John Palmer
4216 Richwood Court
Naperville, IL  60540
1,243,179(2)
8.8%
0
PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
1,017,825(3)
7.2%
0
PL Capital Advisors, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
1,242,929(4)
8.8%
0
Financial Edge Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
639,985
4.5%
0
Financial Edge-Strategic Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
257,699
1.8%
0
PL Capital/Focused Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
120,141
0.8%
0
Goodbody/PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
225,104(5)
1.6%
0
Goodbody/PL Capital, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
225,104
1.6%
0
Mr. William A. Houlihan
92 Bonnie Road
Allendale, NJ 07421
0
0
0
 
(1) Includes 1,242,929 shares held by Financial Edge Fund LP, Goodbody/PL Capital LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP; and 4,000 shares held by Mr. Lashley as an individual.
 
(2) Includes 1,242,929 shares held by Financial Edge Fund LP, Goodbody/PL Capital LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP; and 250 shares held by Mr. Palmer directly as an individual.
 
(3) Includes 1,017,825 shares held by Financial Edge Fund LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP.
 
(4) Includes 1,242,929 shares held by Financial Edge Fund LP, Goodbody/PL Capital LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP.
 
(5) Includes 225,104 shares held by Goodbody/PL Capital LP
 

Appendix B
 
 
 
 

CONSENT OF PROPOSED NOMINEE


I, Richard J. Lashley, hereby consent to be named in the proxy statement of John W. Palmer and the PL Capital Group to be used in connection with its solicitation of proxies from the shareholders of Metro Bancorp, Inc. for use in voting at the 2015 Annual Meeting of Shareholders of Metro Bancorp, Inc. and I hereby consent and agree to serve a director of Metro Bancorp, Inc. if elected at such Annual Meeting.

 
/s/ Richard J. Lashley
Richard J. Lashley
 

Dated:  October 16, 2014



 
 
 
 

CONSENT OF PROPOSED NOMINEE


I, William A. Houlihan, hereby consent to be named in the proxy statement of John W. Palmer and the PL Capital Group to be used in connection with its solicitation of proxies from the shareholders of Metro Bancorp, Inc. for use in voting at the 2015 Annual Meeting of Shareholders of Metro Bancorp, Inc. and I hereby consent and agree to serve a director of Metro Bancorp, Inc. if elected at such Annual Meeting.

 
/s/ William A. Houlihan
William A. Houlihan
 

Dated:  October 16, 2014

 EX-7 3 cg452b.htm cg452b.htm
EXHIBIT 7
 
 
PL Capital Nominates Richard Lashley and William Houlihan for Election to Metro Bancorp’s Board of Directors
 
October 20, 2014—Naperville, IL—The PL Capital Group is pleased to announce their intent to nominate Richard J. Lashley and William A. Houlihan for election as Directors of Metro Bancorp, Inc. (NASDAQ Global Select Market Symbol: METR) at the Company’s 2015 Annual Meeting, in opposition to Metro Bancorp’s nominees.
 
Mr. Lashley, age 56, is a co-founder and principal of PL Capital.  Prior to co-founding PL Capital in 1996, Mr. Lashley was a CPA and corporate finance advisor at KPMG from 1984-1996, providing professional accounting and financial advisory services to clients in the banking industry. Mr. Lashley has previously served as a Director of eight banks and thrifts throughout the U.S.  He is often quoted in banking industry publications and is a frequent speaker at various banking industry and investment conferences.  In 2014, Mr. Lashley and PL Capital principal John Palmer were ranked among the top community bank investors in the U.S. by the American Banker, a leading industry publication.  He earned an MBA from Rutgers University and a B.S. from Oswego State University.
 
Mr. Houlihan, age 59, has 37 years of significant, diversified experience in the banking and financial services industries. He currently serves as a board member of three publicly-traded companies (Five Oaks Investment Corp., a mortgage REIT;  Tiptree Financial Inc., a financial services company; and First Physicians Capital Group, Inc., a health care investment company).  From 2001 to 2014, he previously served as a board member and/or senior executive of numerous private and publicly-traded companies and banks, including CFO of three different bank holding companies and/or banks (Hudson United Bancorp, Metris Companies, and Amalgamated Bank).  At various times from 1981 to 2007, Mr. Houlihan was an investment banker at several national investment banking firms (including Goldman Sachs, Bear Stearns, KBW, JP Morgan, and UBS), where he specialized in providing advisory services to banks and financial institutions.  He began his career as a CPA at Deloitte Haskins & Sells in 1977.   He earned an MBA in Finance from New York University and a B.S. in Accounting from Manhattan College.
 
PL Capital principal John Palmer noted, “We are thrilled to have Bill Houlihan join Rich as a nominee on PL Capital’s slate.  Bill is an outstanding individual with significant relevant experience as a commercial banker, investment banker, CFO, CPA, real estate investor and board member.  We believe Rich and Bill would be great additions to Metro Bancorp’s board of directors.”
 
PL Capital, an investment firm specializing in community banks and thrifts and shareholder activism, is among the largest shareholders of Metro Bancorp.  PL Capital currently owns 8.8% of Metro Bancorp.  Metro Bancorp is a $2.2 billion in assets bank based in Harrisburg, PA.
 

 
Contact:  Richard Lashley, Principal
PL Capital, LLC
Morristown, NJ
973-539-5400
RLashley@plcapitalllc.com