0000929638-14-000560.txt : 20140702 0000929638-14-000560.hdr.sgml : 20140702 20140702162403 ACCESSION NUMBER: 0000929638-14-000560 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 GROUP MEMBERS: ADAM SHAPIRO GROUP MEMBERS: D PARTNERS MANAGEMENT LLC GROUP MEMBERS: EAST ROCK CAPITAL GP LLC GROUP MEMBERS: EREF-MP ALPHA LLC GROUP MEMBERS: GRAHAM DUNCAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAY BANCORP, INC. CENTRAL INDEX KEY: 0000859222 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521660951 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53501 FILM NUMBER: 14956826 BUSINESS ADDRESS: STREET 1: 2328 WEST JOPPA ROAD STREET 2: SUITE 325 CITY: LUTHERVILLE STATE: MD ZIP: 21093 BUSINESS PHONE: (410) 312-5400 MAIL ADDRESS: STREET 1: 2328 WEST JOPPA ROAD STREET 2: SUITE 325 CITY: LUTHERVILLE STATE: MD ZIP: 21093 FORMER COMPANY: FORMER CONFORMED NAME: CARROLLTON BANCORP DATE OF NAME CHANGE: 19931228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: East Rock Capital, LLC CENTRAL INDEX KEY: 0001427448 IRS NUMBER: 205451680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-630-5002 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 a61762_sc13g.htm a61762_sc13g.htm

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

 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Bay Bancorp, Inc.
(Name of Issuer)

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

07203T106
(CUSIP Number)

June 26, 2014
(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)
 
[x]           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).
 

 
 

 

1
Names of Reporting Persons.
 
East Rock Capital, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
 
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
OO, IA (limited liability company)


 
 

 

1
Names of Reporting Persons.
 
East Rock Capital GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
 
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
OO (limited liability company)


 
 

 
 
1
Names of Reporting Persons.
 
EREF-MP Alpha, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
 
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
OO (limited liability company)
 
 
 
 

 
 
1
Names of Reporting Persons.
 
D Partners Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
            
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
OO (limited liability company)
 
 
 
 

 
 
1
Names of Reporting Persons.
 
Graham Duncan
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
 
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
IN


 
 

 
 
1
Names of Reporting Persons.
 
Adam Shapiro
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
SEC Use Only
 
4
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5           Sole Voting Power
 
             0
   
6           Shared Voting Power
 
             1,618,436 Shares  (See Item 4 below)
 
   
7            Sole Dispositive Power
 
             0
   
8    Shared Dispositive Power
 
             1,618,436 Shares  (See Item 4 below)
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,618,436 Shares  (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
11
Percent of Class Represented by Amount in Row (11)
 
15.0%  (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
IN

 
 
 

 

SCHEDULE 13G
 
Item 1.
 

(a)
Name of Issuer
 
 
Bay Bancorp, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
2329 West Joppa Road, Suite 325, Lutherville, Maryland 21093

Item 2.
 

(a)
Name of Person Filing
 
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
10 East 53rd Street, 31st Floor, New York, New York 10022
 
(c)
Citizenship
 
 
East Rock Capital, LLC - Delaware
East Rock Capital GP, LLC - Delaware
EREF-MP Alpha, LLC - Delaware
D Partners Management, LLC - Delaware
Graham Duncan - United States
Adam Shapiro - United States
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $1.00 per share
 
(e)
CUSIP Number
 
 
07203T106

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
(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 associations 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).
 
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.

This Schedule 13G is being filed on behalf of (i) East Rock Capital, LLC (the “Manager”); (ii) East Rock Capital GP, LLC (the “General Partner”); (iii)  EREF-MP Alpha, LLC (the “Fund”); (iv) D Partners Management, LLC (“D Partners”), (v) Graham Duncan (“Mr. Duncan”) and (vi) Adam Shapiro (“Mr. Shapiro”).  The persons and entities referred to in clauses (i)-(vi) hereof are collectively referred to herein as the “Reporting Persons.”

The shares of Common Stock reported herein are held for the account of the Fund.  The Manager and the General Partner serve as the investment manager and the general partner, respectively, of East Rock Endowment Fund, L.P., the sole member of the Fund.  D Partners serves as the managing member of the Manager and the General Partner.  Mr. Duncan and Mr. Shapiro jointly manage and control the Fund, primarily as managing principals and control persons of the Manager and the General Partner.  Mr. Duncan also serves as the managing member of D Partners.  Each of the Manager, the General Partner, D Partners, Mr. Duncan and Mr. Shapiro may be deemed to have indirect beneficial ownership of the shares of Common Stock reported herein based on the relationships described above.  Pursuant to Rule 13d-4, each of the Reporting Persons expressly declares that this Schedule 13D and any amendments hereto shall not be construed as an admission that such Reporting Person is the beneficial owner of the securities reported herein for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of its or his pecuniary interest therein.

The percentage calculations herein are based upon a statement in the registration statement on Form S-3 filed by the Issuer with the Securities and Exchange Commission on June 6, 2014, indicating that there were 10,818,773 shares of Common Stock outstanding as of June 5, 2014.
 
(a)
Amount Beneficially Owned***
 
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares

 
 

 

(b)
Percent of Class
 
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
15.0%
15.0%
15.0%
15.0%
15.0%
15.0%
 

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
0
0
0
0
0
0
 
 
 
(ii)
shared power to vote or to direct the vote
   
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
 
 
 
(iii)
sole power to dispose or to direct the disposition of
   
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
0
0
0
0
0
0
 
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
 
 
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 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 [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.

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
 
99.1
Joint Filing Agreement by and among the Reporting Persons


 
 

 
 
 
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.
 
July 2, 2014
EAST ROCK CAPITAL, LLC
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
EAST ROCK CAPITAL GP, LLC
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
EREF-MP ALPHA, LLC
   
 
By: East Rock Endowment Fund, L.P.
 
its Managing Member
   
 
By: East Rock Capital GP, LLC
 
its General Partner
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
D PARTNERS MANAGEMENT, LLC
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
GRAHAM DUNCAN
   
 
By: /s/ Graham Duncan
 
Graham Duncan, Individually
   
 
 
 
 

 
 
 
ADAM SHAPIRO
   
 
By: /s/ Adam Shapiro
 
Adam Shapiro, Individually
EX-99.1 2 a61762_ex99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS a61762_ex99-1.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of July 2, 2014, is by and among East Rock Capital, LLC, East Rock Capital GP, LLC, EREF-MP Alpha, LLC, D Partners Management, LLC, Graham Duncan and Adam Shapiro (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, par value $1.00 per share, of Bay Bancorp, Inc. 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.

 
EAST ROCK CAPITAL, LLC
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
EAST ROCK CAPITAL GP, LLC
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
EREF-MP ALPHA, LLC
   
 
By: East Rock Endowment Fund, L.P.
 
its Managing Member
   
 
By: East Rock Capital GP, LLC
 
its General Partner
   
 
By: D Partners Management, LLC
 
its Managing Member
   
 
 
 
 

 

 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
D PARTNERS MANAGEMENT, LLC
   
 
By: /s/ Graham Duncan
 
Managing Member
   
   
 
GRAHAM DUNCAN
   
 
By: /s/ Graham Duncan
 
Graham Duncan, Individually
   
   
 
ADAM SHAPIRO
   
 
By: /s/ Adam Shapiro
 
Adam Shapiro, Individually