UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
NATIONAL COMMERCE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63546L102
(CUSIP Number)
October 9, 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) |
| ¨ | Rule 13d-1(c) |
| x | 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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 63546L102 | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
NBC Holdings, LLC 35-2338112 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Alabama | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER N/A | |
| 6 | SHARED VOTING POWER N/A | ||
| 7 | SOLE DISPOSITIVE POWER N/A | ||
| 8 | SHARED DISPOSITIVE POWER N/A | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
FOOTNOTES
Page 3 of 8
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ATB Management, LLC 20-8219467 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Alabama | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER N/A | |
| 6 | SHARED VOTING POWER N/A | ||
| 7 | SOLE DISPOSITIVE POWER N/A | ||
| 8 | SHARED DISPOSITIVE POWER N/A | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
FOOTNOTES
Page 4 of 8
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kenneth H. Polk | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 14,467* | |
| 6 | SHARED VOTING POWER N/A | ||
| 7 | SOLE DISPOSITIVE POWER 14,467* | ||
| 8 | SHARED DISPOSITIVE POWER N/A | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,467* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
FOOTNOTES
*See Item 4 Below
Page 5 of 8
Item 1.
| (a) | Name of Issuer: |
National Commerce Corporation
| (b) | Address of Issuer's Principal Executive Offices |
813 Shades Creek Parkway, Suite 100
Birmingham, AL 35209
Item 2.
| (a) | Name of Person Filing: |
NBC Holdings, LLC
ATB Management, LLC
Kenneth H. Polk
| (b) | Address of Principal Business Office or, if none, Residence: |
NBC Holdings, LLC
2000 Morris Avenue, Suite 1200
Birmingham, AL 35203
ATB Management, LLC
2000 Morris Avenue, Suite 1200
Birmingham, AL 35203
Kenneth H. Polk
2000 Morris Avenue, Suite 1200
Birmingham, AL 35203
| (c) | Citizenship: |
NBC Holdings, LLC- Alabama
ATB Management, LLC- Alabama
Kenneth H. Polk- United States
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: |
63546L102
Page 6 of 8
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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) | ¨ | A 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.
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: 14,467 shares* |
| (b) | Percent of class: 0.2% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 14,467 shares* |
Page 7 of 8
| (ii) | Shared power to vote or to direct the vote: Inapplicable |
| (iii) | Sole power to dispose or to direct the disposition of: 14,467 shares* |
| (iv) | Shared power to dispose or to direct the disposition of: Inapplicable |
*Prior filing detailed shares held by NBC Holdings, LLC, which was managed by ATB Management, LLC, its manager. Kenneth H. Polk was the sole member of ATB Management, LLC and a member of NBC Holdings, LLC, holding less than five percent (5%) ownership. All shares held by NBC Holdings, LLC have been either sold or distributed to the members of NBC Holdings, LLC, none of whom holds more than five percent (5%) of the outstanding shares.
| 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 x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Inapplicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Inapplicable
| Item 8. | Identification and Classification of members of the Group |
Inapplicable
| Item 9. | Notice of Dissolution of Group |
Inapplicable
| Item 10. | Certification |
Inapplicable
Exhibits
99.1 Joint Filing Agreement by and between Reporting Persons
Page 8 of 8
SIGNATURE
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.
October 14, 2015
| NBC Holdings, LLC | |
| By: ATB Management, LLC, its Manager | |
| By: /s/ Kenneth H. Polk | |
| Name: Kenneth H. Polk | |
| Title: Sole Member |
| ATB Management, LLC | |
| By: /s/ Kenneth H. Polk | |
| Name: Kenneth H. Polk | |
| Title: Sole Member | |
| /s/ Kenneth H. Polk | |
| Kenneth H. Polk, Individually |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of October 14, 2015, is by and among NBC Holdings, LLC, ATB Management, LLC and Kenneth H. Polk (collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of National Commerce Corporation beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| NBC Holdings, LLC | |
| By: ATB Management, LLC, its Manager | |
| By: /s/ Kenneth H. Polk | |
| Name: Kenneth H. Polk | |
| Title: Sole Member | |
| ATB Management, LLC | |
| By: /s/ Kenneth H. Polk | |
| Name: Kenneth H. Polk | |
| Title: Sole Member | |
| /s/ Kenneth H. Polk | |
| Kenneth H. Polk, Individually |