UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Enterprise Financial Services Corp
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
293712105
(CUSIP Number)
May 6, 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)
S Rule 13d-1(c)
1 | NAME OF REPORTING PERSONS Financial Edge Fund, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 506,834 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 506,834 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,834 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.6% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
1 | NAME OF REPORTING PERSONS Financial Edge—Strategic Fund, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 228,953 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 228,953 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 228,953 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
1 | NAME OF REPORTING PERSONS Goodbody/PL Capital, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 185,527 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 185,527 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,527 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
1 | NAME OF REPORTING PERSONS PL Capital/Focused Fund, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 77,304 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 77,304 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,304 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
1 | NAME OF REPORTING PERSONS PL Capital, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 813,091 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 813,091 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,091 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
1 | NAME OF REPORTING PERSONS PL Capital Advisors, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 998,618 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 998,618 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 998,618 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
1 | NAME OF REPORTING PERSONS Goodbody/PL Capital, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
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 0 | |
| 6 | SHARED VOTING POWER 185,527 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 185,527 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,527 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
1 | NAME OF REPORTING PERSONS John W. Palmer | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,000 | |
| 6 | SHARED VOTING POWER 1,001,618 | |
| 7 | SOLE DISPOSITIVE POWER 2,000 | |
| 8 | SHARED DISPOSITIVE POWER 1,001,618 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,003,618 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
1 | NAME OF REPORTING PERSONS Richard J. Lashley | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,001,618 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 1,001,618 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,618 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
1 | NAME OF REPORTING PERSONS PL Capital LLC Defined Benefit Plan | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) S (b) ¨ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 3,000 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 3,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | T |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) <0.1% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP | |
| Item 1(a). | Name of Issuer: |
Enterprise Financial Services Corp
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
150 North Meramec, Clayton, MO 63105.
| Item 2(a). | Name of Persons Filing: |
| | The parties identified in the list below constitute the “PL Capital Group.” |
● | 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”). |
● | PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”). |
● | Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”). |
● | Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”). |
● | PL Capital LLC Defined Benefit Plan, a pension plan established for the benefit of Richard J. Lashley and John W. Palmer ("PL Capital Pension Plan"). |
● | Richard J. Lashley and John W. Palmer, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and Trustees of the PL Capital Pension Plan. |
| | The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to this Schedule 13G. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| | The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 47 East 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. PL Capital Pension Plan is a pension plan. |
| | All of the individuals who are members of the PL Capital Group are citizens of the United States. |
| Item 2(d). | Title of Class of Securities: |
Common Stock
293712105
| Item 3. | If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Item 4. Ownership:
| | The following list sets forth the aggregate number and percentage (based on 19,754,102 shares of Common Stock outstanding as of April 30, 2014 as reported in the Issuer’s 10-Q, as filed on May 2, 2014) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a): |
Name | Shares of Common Stock Beneficially Owned (Shared Voting and Investment Power for all Shares, except where individual ownership noted) | Percentage of Shares of Common Stock Beneficially Owned |
| Financial Edge Fund | 506,834 | 2.6% |
| Financial Edge Strategic | 228,953 | 1.2% |
| Focused Fund | 77,304 | 0.4% |
Name | Shares of Common Stock Beneficially Owned (Shared Voting and Investment Power for all Shares, except where individual ownership noted) | Percentage of Shares of Common Stock Beneficially Owned |
PL Capital | 813,091 | 4.1% (indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund) |
| PL Capital Advisors | 998,618 | 5.1% (indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP) |
| Goodbody/PL LP | 185,527 | 0.9% |
| Goodbody/PL LLC | 185,527 | 0.9% (indirect beneficial ownership as general partner of Goodbody/PL LP) |
| John W. Palmer | 1,003,618 | 5.1% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC and Trustee of the PL Capital Pension Plan; individual direct beneficial ownership of 2,000 shares) |
Name | Shares of Common Stock Beneficially Owned (Shared Voting and Investment Power for all Shares, except where individual ownership noted) | Percentage of Shares of Common Stock Beneficially Owned |
| Richard J. Lashley | 1,001,568 | 5.1% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC and Trustee of the PL Capital Pension Plan) |
| PL Capital Pension Plan | 3,000 | <0.1% |
| | PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. 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. |
| | Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs 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. |
| | PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they 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, Goodbody/PL LP, and Focused Fund. |
| | John W. Palmer and Richard J. Lashley are the Trustees of the PL Capital Pension Plan and have the power to direct the affairs of the Plan. Therefore, the PL Capital Pension Plan is deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to shares of Common Stock held by the Plan. |
Item 5. Ownership of Five Percent or Less of a Class:
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Item 8. Identification and Classification of Members of the Group:
Item 9. Notice of Dissolution of Group:
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, other than activities solely in connection with a nomination under Rule 14a-11. |
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.
Date: May 15, 2014
FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL/FOCUSED FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
GOODBODY/PL CAPITAL, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL ADVISORS, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL LLC DEFINED BENEFIT PLAN By: /s/ John W. Palmer John W. Palmer Trustee | By: /s/ Richard J. Lashley Richard J. Lashley Trustee |
By: /s/ John W. Palmer John W. Palmer |
By: /s/ Richard J. Lashley Richard J. Lashley |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13G to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Date: May 15, 2014
FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL/FOCUSED FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
GOODBODY/PL CAPITAL, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL ADVISORS, LLC By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
PL CAPITAL LLC DEFINED BENEFIT PLAN By: /s/ John W. Palmer John W. Palmer Trustee | By: /s/ Richard J. Lashley Richard J. Lashley Trustee |
By: /s/ John W. Palmer John W. Palmer | | |
By: /s/ Richard J. Lashley Richard J. Lashley | | |
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