Item 1. | Security and Issuer |
| This Statement on Schedule 13D (this “Statement”) relates to shares of the common stock, $.01 par value per share, of Old Line Bancshares, Inc. (the “Company”) whose principal executive offices are located at 1525 Pointer Ridge Place, Bowie, Maryland, 20716. |
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Item 2. | Identity and Background |
| This statement is filed on behalf of William J. Harnett, whose business address is c/o Old Line Bancshares, Inc. 1525 Pointer Ridge Place, Suite 400, Bowie, Maryland, 20716. |
| Mr. Harnett presently serves on the Board of Directors of Old Line Bancshares, Inc. and its wholly owned subsidiary, Old Line Bank (the “Bank”), both entities having their principal executive offices at 1525 Pointer Ridge Place, Bowie, Maryland, 20716. Mr. Harnett has not, during the last five years, been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Harnett is a U.S. citizen. |
Item 3. | Source and Amount of Funds or Other Consideration |
| Mr. Harnett acquired beneficial ownership of the shares reported herein as beneficially owned from the Company pursuant to the Merger described in Item 4 below. |
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Item 4. | Purpose of Transaction |
| On May 10, 2013, the Company acquired all of the outstanding shares of common stock of WSB Holdings, Inc. (“WSB”), pursuant to an Agreement and Plan of Merger by and Between the Company and WSB dated as of September 10, 2012, as amended (the “Merger Agreement”), with the Company continuing as the surviving entity in the merger (the “Merger”). At the effective time of the Merger (7:00 p.m. on May 10, 2013), each share of common stock of WSB was converted into the right to receive cash or common stock of the Company. A portion of the shares of common stock Mr. Harnett held in WSB were converted into the shares of common stock of the Company reported as beneficially owned in this Schedule 13D. Pursuant to the Merger Agreement, Mr. Harnett was appointed to the Company’s Board of Directors effective at the effective time of the Merger. Mr. Harnett will review from time to time various factors relevant to his beneficial ownership of the Company’s common stock and conditions of capital markets generally, developments in the Company’s business and financial condition, result of operations and prospects, and other factors, and based theron may, from time to time, dispose of some or all of the Company’s common stock that he beneficially holds, or acquire additional securities of the Company, in privately negotiated transactions, market sales or purchases, or otherwise. Mr. Harnett may in the future acquire stock options or other rights to purchase securities of the Company in the ordinary course of business in connection with his service as a member of the Board of Directors of the Company. Other than as set forth above and in his capacity as a director of the Company, Mr. Harnett has no present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. |
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Item 5. | Interest in Securities of the Issuer |
| (a), (b) The information set forth on the cover page of this Schedule 13D, is incorporated herein by reference. Mr. Harnett holds dispositive power over an aggregate of 1,050,637 shares of Old Line Bancshares, Inc. common stock and voting power over an aggregate of 786,640 shares of Old Line Bancshares, Inc. common stock. |
| (c) The information included on Item 1 through 4 hereof is incorporated herein by reference. (d) Not applicable. (e) Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| As noted above, Mr. Harnett is a member of the Company’s Board of Directors. In addition, Mr. Harnett, the Company and Craig E. Clark, as voting trustee, are parties to a Voting Trust Agreement dated as of September 10, 2012, pursuant to which 263,997 shares reported in line 9 are held in trust for Mr. Harnett by the Trustee. Pursuant to the terms of the Voting Trust Agreement, the Trustee has full power to vote the shares and is obligated to vote the shares in accordance with the instructions of the Company’s Board of Directors. |
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Item 7. | Material to be Filed as Exhibits |
| A. Agreement and Plan of Merger dated September 10, 2012 by and between Old Line Bancshares, Inc. and WSB Holdings, Inc., as amended. Incorporated by reference to Annex A of Amendment No. 3 to the Registration Statement on Form S-4 filed by the Company on February 5, 2013. B. Form of Voting Trust Agreement, incorporated by reference to Exhibit A of the Merger Agreement filed as Annex A of Amendment No. 3 to the Registration Statement on Form S-4 filed by the Company on February 5, 2013. |