SC 13G/A 1 d7818413_13g-a.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

Bay Banks of Virginia, Inc.

(Name of issuer)

 

Common Stock, par value $5 per share

(Title of class of securities)

 

072035108

(CUSIP number)

 

December 31, 2017

 

(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)

þ Rule 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).

 

 
 
 

 

SCHEDULE 13G

 

CUSIP No. 072035108   Page 2 of 10 Pages

 

         
  1.  

Name of Reporting Person

 

Maltese Capital Management LLC

   
     
  2.  

Check the Appropriate Box if a Member of a Group*

 

 

(a) ¨

(b) ¨

 

 

  3.  

SEC Use Only

 

   
  4.  

Citizen or Place of Organization

 

New York

   

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5. Sole Voting Power

 


6. Shared Voting Power

 

491,450


7. Sole Dispositive Power

 


8. Shared Dispositive Power

 

491,450

 

         
 9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

491,450

   
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.72%

   
12.  

Type of Reporting Person*

 

IA, 00

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
 

 

SCHEDULE 13G

 

CUSIP No. 072035108   Page 3 of 10 Pages

 

         
  1.  

Name of Reporting Person

 

Maltese Capital Holdings, LLC

   
     
  2.  

Check the Appropriate Box if a Member of a Group*

 

 

(a) ¨

(b) ¨

 

 

  3.  

SEC Use Only

 

   
  4.  

Citizen or Place of Organization

 

Delaware

   

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5. Sole Voting Power

 


6. Shared Voting Power

 

386,952


7. Sole Dispositive Power

 


8. Shared Dispositive Power

 

386,952

 

         
 9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

386,952

   
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.93%

   
12.  

Type of Reporting Person*

 

00

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 
 

 

SCHEDULE 13G

 

CUSIP No. 072035108   Page 4 of 10 Pages

 

         
  1.  

Name of Reporting Person

 

Malta Hedge Fund II, L.P.

   
  2.   Check the Appropriate Box if a Member of a Group*  

(a) ¨

(b) ¨

 

  3.  

SEC Use Only

 

   
  4.  

Citizen or Place of Organization

 

Delaware

   

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5. Sole Voting Power

 


6. Shared Voting Power

 

338,312


7. Sole Dispositive Power

 


8. Shared Dispositive Power

 

338,312

 

         
 9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

338,312

   
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.56%

   
12.  

Type of Reporting Person*

 

PN

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 
 

 

SCHEDULE 13G

 

CUSIP No.072035108   Page 5 of 10 Pages

 

         
  1.  

Name of Reporting Person

 

Terry Maltese

   
  2.   Check the Appropriate Box if a Member of a Group*  

(a) ¨

(b) ¨

 

  3.  

SEC Use Only

 

   
  4.  

Citizen or Place of Organization

 

USA

   

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5. Sole Voting Power

 


6. Shared Voting Power

 

491,450


7. Sole Dispositive Power

 


8. Shared Dispositive Power

 

491,450

 

         
 9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

491,450

   
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

 

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.72%

   
12.  

Type of Reporting Person*

 

IN, HC

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 
 

 

SCHEDULE 13G

 

CUSIP No.072035108   Page 6 of 10 Pages

 

Item 1(a). Name of Issuer:

Bay Banks of Virginia, Inc.

 

Item 1(b). Address of Issuer's Principal Executive Offices:

100 South Main Street, Kilmarnock, VA 22482

 

Item 2(a). Name of Person Filing:

This statement is being filed by (i) Maltese Capital Management LLC, a New York limited liability company ("MCM"), (ii) Maltese Capital Holdings, LLC, a Delaware limited liability company ("Holdings"), (iii) Malta Hedge Fund II, L.P., a Delaware limited partnership ("MHFII"), and (iv) Terry Maltese, Managing Member of MCM and Holdings, with respect to shares of Common Stock, par value $5 per share ("Common Stock") that each of the foregoing may be deemed to have a beneficial ownership. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons".

 

Item 2(b). Address of Principal Business Office:

The address of the principal offices of each of MCM, Holdings, and MHFII, and the business address of Mr. Maltese is Maltese Capital Management LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022.

 

Item 2(c). Citizenship:

MCM is a New York limited liability company.

Holdings is a Delaware limited liability company.

MHFII is a Delaware limited partnership.

Mr. Maltese is a U.S. Citizen.

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $5 per share

 

Item 2(e). CUSIP Number:

072035108

 

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 Rule 240.13d-1(b)(1)(ii)(E);
  (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
  (g) [ ] A parent holding company or control person in accordance with Rule 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) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).

 

 
 

 

SCHEDULE 13G

 

CUSIP No.072035108   Page 7 of 10 Pages

 

Item 4. Ownership.

 

(a) and (b) Based upon an aggregate of 13,193,983 shares of Common Stock outstanding, as determined by the Issuer's most recently available 10Q filing, as of the close of business on October 31, 2017:

 

  (i) MHFII beneficially owned 338,312 shares of Common Stock, constituting approximately 2.56% of the shares outstanding.
  (ii)   Holdings owned directly no shares of Common Stock. By reason of its position as general partner of certain partnerships, including MHFII, Holdings may be deemed to beneficially own 386,952 shares of Common Stock, which are held by such partnerships, constituting approximately 2.93% of the shares outstanding.
  (iii)      MCM owned directly no shares of Common Stock. By reason of its position as investment advisor, MCM may be deemed to beneficially own the 491,450 shares of Common Stock, which are held of record by clients of MCM, constituting approximately 3.72% of the shares outstanding.
  (iv)   Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of MCM and Holdings, Mr. Maltese may be deemed to beneficially own 491,450 shares of Common Stock, constituting approximately 3.72% of the shares outstanding.

 

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

 

No Reporting Person has sole power to vote or to direct the vote over the shares held by such Reporting Person.

 

(ii) Shared power to vote or to direct the vote:

 

MHFII: 338,312 HOLDINGS: 386,952 MCM: 491,450 MR. MALTESE: 491,450

(iii)Sole power to dispose or to direct the disposition of:

 

No Reporting Person has sole power to dispose or to direct the disposition over the shares held by such Reporting Person.

 

(iv) Shared power to dispose or to direct the disposition of:

 

MHFII: 338,312 HOLDINGS: 386,952 MCM: 491,450 MR. MALTESE: 491,450

 

Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof.

 

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].

 

This amendment reflects that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Common Stock of the issuer.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

 
 

 

SCHEDULE 13G

 

CUSIP No.072035108   Page 8 of 10 Pages

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

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.

 

 

 

 

 

Exhibits: [Exhibit I: Joint Acquisition Statement, dated as of February 12, 2018.]

 

 

 
 

 

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.

 

Dated: February 12, 2018

                 
Maltese Capital Management LLC       Terry Maltese
         
By:  

/s/ Terry Maltese


 

      By:  

/s/ Terry Maltese


 

   

Terry Maltese

Managing Member

         

Terry Maltese

 

     
Maltese Capital Holdings, LLC       Malta Hedge Fund II, L.P.
       By:   Maltese Capital Holdings, LLC,
  the sole General Partner
                 
By:  

/s/ Terry Maltese


 

      By:  

/s/ Terry Maltese


 

   

Terry Maltese

Managing Member

         

Terry Maltese

 

 

 
 

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: February 12, 2018

 

 

 

                 
Maltese Capital Management LLC       Terry Maltese
         
By:  

/s/ Terry Maltese


 

      By:  

/s/ Terry Maltese


 

   

Terry Maltese

Managing Member

         

Terry Maltese

 

     
Maltese Capital Holdings, LLC       Malta Hedge Fund II, L.P.
       By:   Maltese Capital Holdings, LLC,
  the sole General Partner
                 
By:  

/s/ Terry Maltese


 

      By:  

/s/ Terry Maltese


 

   

Terry Maltese

Managing Member

         

Terry Maltese

 

     

 

 

 

 

 

 

 

 

 

SK 27061 0003 7818413