| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Old Line Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
67984M100
(CUSIP Number)
Eric D. Hovde
122 W. Washington Avenue
Suite 350
Madison, WI 53703
608-255-5175
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 25, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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. 67984M100 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
| Explanatory Note: This statement amends Items 3, 4 and 5 of the Schedule 13D of Eric D. Hovde filed with the U.S. Securities and Exchange Commission (“SEC”) on April 23, 2018, amended by Amendment No. 1 thereto filed with the SEC on July 9, 2018 (as so amended, the “Schedule 13D”), amended by Amendment No. 2 thereto filed with the SEC on September 25, 2019 (as so amended, the “Schedule 13D”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 3 is Mr. Hovde’s final amendment to the Schedule 13D and constitutes an exit filing. |
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Item 2. | Identity and Background |
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| a) This schedule 13D/A is being filed by Eric D. Hovde, an individual. b) Mr. Hovde’s principal business address is: Hovde Properties, LLC, 122 W. Washington Ave, Suite 350, Madison, WI 53703. c) Mr. Hovde is the Chairman and Chief Executive Officer of H Bancorp LLC, a $1.3 billion private bank holding company with banking operations located in the western United States, and the Chief Executive Officer of Hovde Capital Advisors, LLC, an asset management firm that focuses on investing in the financial services and real estate sectors of the public equity markets. Additionally, Mr. Hovde is the Chief Executive Officer and co-owner of Hovde Properties, LLC, a real estate development and management company where he oversees management of the company and all large development projects. The address of H Bancorp LLC is c/o Sunwest Bank, 2050 Main Street, Suite 300, Irvine, CA 92614. The address of Hovde Capital Advisors, LLC, is 122 W. Washington Ave, Suite 350, Madison, WI 53703. The address of Hovde Properties, LLC, is 122 W. Washington Ave, Suite 350, Madison, WI 53703. d) During the last five years, Mr. Hovde has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) During the last five years, Mr. Hovde has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a 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. f) Mr. Hovde is a citizen of the United States. |
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Item 3. | Source and Amount of Funds or Other Consideration |
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| Item 3 is amended to add the following:
In connection with the merger (the “Merger”) of the Company with and into WesBanco Inc. on November 25, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2019, by and between WesBanco Inc. and the Company (the “Merger Agreement”), all shares of common stock of the Company owned by H Bancorp LLC and Mr. Hovde were converted into the right to receive shares of WesBanco Inc.’s common stock. The Merger and conversion of the shares of Common Stock upon consummation of the Merger did not involve payment by Mr. Hovde or any of his affiliates. |
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Item 4. | Purpose of Transaction |
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| Item 4 is amended to add the following:
On November 25, 2019, pursuant to the terms of the Merger Agreement, the Company merged with and into WesBanco Inc., with WesBanco Inc. as the surviving corporation. The Company ceased to exist following the Merger. Pursuant to the terms of the Merger Agreement, each share of Common Stock issued and outstanding as of immediately prior to the effective time was converted into the right to receive 0.7844 shares WesBanco Inc. common stock and was cancelled and ceased to exist. As a result, upon consummation of the Merger, the shares of Common Stock beneficially owned by the reporting person were converted into the right to receive 0.7844 shares of WesBanco Inc.’s common stock, and the reporting person ceased to be the beneficial owner of any shares of the Common Stock.
In connection with the closing of the Merger, the Common Stock, which previously traded under the stock symbol “OLBK,” ceased trading on, and is being delisted from, the Nasdaq Capital Market. |
Item 5. | Interest in Securities of the Issuer |
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| Item 5 is amended and restated in its entirety as follows:
a) Upon consummation of the Merger, as described in Items 3 and 4 above, Mr. Hovde ceased to be the beneficial owner of any shares of Common Stock. b) Upon consummation of Merger, as described in Items 3 and 4 above, Mr. Hovde ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock. c) Mr. Hovde is the Chairman and Chief Executive Officer of H Bancorp LLC. H Bancorp LLC sold 26,343 shares of the Common Stock in the 60 days prior to the Merger. d) Not applicable e) Mr. Hovde ceased to be a beneficial owner of more than five percent of the Common Stock upon consummation of the Merger on November 25, 2019. |
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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| On July 24, 2019, Mr. Hovde resigned as a member of the Issuer’s Board of Directors. |
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Item 7. | Material to be Filed as Exhibits |
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| None. |
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.
| December 6, 2019 |
| Date |
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| Signature |
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| Name |
| ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
