0001144204-15-051478.txt : 20150824 0001144204-15-051478.hdr.sgml : 20150824 20150824140641 ACCESSION NUMBER: 0001144204-15-051478 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150824 DATE AS OF CHANGE: 20150824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHCOAST FINANCIAL CORP CENTRAL INDEX KEY: 0001083689 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 803884050 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79577 FILM NUMBER: 151070696 BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 1561 CITY: MT PLEASANT STATE: SC ZIP: 29465 BUSINESS PHONE: 8438840504 MAIL ADDRESS: STREET 1: POST OFFICE 1561 CITY: MT PLEASANT STATE: SC ZIP: 29465 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Context BH Capital Management, LP CENTRAL INDEX KEY: 0001618872 IRS NUMBER: 900827310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 815 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-538-6100 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 815 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13G 1 v418948_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

Southcoast Financial Corporation

 

(Name of Issuer)

 

Common Stock, no par value

 

(Title of Class of Securities)

 

84129R100

 

(CUSIP Number)

 

August 18, 2015

 

(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)

 

xRule 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 (“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).

 

 1 of 6 

 

 

CUSIP No. 84129R100 13G  

 

 

 

1)

 

NAMES OF REPORTING PERSONS

 

Context BH Capital Management, LP

 

 

2)

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)     o

(b)    x

 

 

3)

 

SEC USE ONLY

 

 

4)

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

5)

 

SOLE VOTING POWER

 

357,280

 

 

6)

 

SHARED VOTING POWER

 

-0-

 

 

7)

 

SOLE DISPOSITIVE POWER

 

357,280

 

 

8)

 

 

SHARED DISPOSITIVE POWER

 

-0-

 

 

9)

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

357,280

 

 

10)

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o

 

 

11)

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 5.0%

 

 

12)

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

       

 

 Page 2 of 6 Pages 

 

 

Item 1(a). Name of Issuer: Southcoast Financial Corporation
     
Item 1(b). Address of Issuer’s Principal Executive Offices:
     
  530 Johnnie Dodds Boulevard
  Mt. Pleasant, South Carolina
  29464
     
Item 2(a). Name of Person Filing:
     
  This statement is being filed by Context BH Capital Management, LP (“Context BH Capital Management”) with respect to 293,089 shares of Common Stock directly owned by Context BH Partners LP (the “Fund”), of which the General Partner is CCP BH III, LP, and 64,191 shares of Common Stock directly owned by private investment funds to which Context BH Capital Management acts as sub-adviser to the adviser to such private investment funds (the “Sub-Advised Funds”).
     
  Context BH Capital Management is the investment manager of the Fund and thereby exercises investment discretion over its accounts and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by the Fund.  Context BH Capital Management is the sub-adviser to the Sub-Advised Funds and thereby exercises investment discretion over its accounts and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by the Sub-Advised Funds.
     
Item 2(b). Address of Principal Business Office or, if None, Residence:
     
   The principal business office address of Context BH Capital Management is:
     
  401 City Avenue, Suite 815
  Bala Cynwyd, Pennsylvania 19004
Item 2(c). Citizenship:
     
  The place of organization of Context BH Capital Management is Delaware.
   
Item 2(d). Title of Class of Securities: Common Stock, no par value
   

  

 Page 3 of 6 Pages 

 

 

Item 2(e). CUSIP Number: 84129R100
     
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).  
       
    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ____________.

 

Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 357,280
     
  (b) Percent of class: 5.0%
     
  (c) Number of shares as to which the person has:  
     
  (i) Sole power to vote or to direct the vote 357,280
     
  (ii) Shared power to vote or to direct the vote -0-

 

 Page 4 of 6 Pages 

 

 

  (iii) Sole power to dispose or to direct the disposition of 357,280
     
  (iv) Shared power to dispose or to direct the disposition of -0-

 

The number of shares beneficially owned and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Act. The percentage of ownership described above is based on 7,103,751 shares of Common Stock, no par value, outstanding as of July 31, 2015 which is the total number of shares of Common Stock outstanding as reported in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2015.

 

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.
   
  The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as being deemed to be beneficially owned by Context BH Capital Management is held by the Fund or the Sub-Advised Funds, as the case may be, both of which are subject to Context BH Capital Management’s investment discretion.  In accordance with Rule 13d-4 under the Act, the filing of this statement shall not be construed as an admission that Context BH Capital Management or any other person named in this statement is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the Common Stock reported in this statement.
   
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.

 

 Page 5 of 6 Pages 

 

 

 

Item 10. Certification.

 

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.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 24, 2015

 

CONTEXT BH CAPITAL MANAGEMENT, LP

 

 

By: /s/ Karen Batchelder                  

Karen Batchelder

Chief Operating Officer

 

 Page 6 of 6 Pages