Chain Bridge Bancorp (CBNA) Form 3 CHAIN BRIDGE BANCORP / GERALD F FITZGERALD JR ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FITZGERALD GERALD F JR

(Last) (First) (Middle)

1445-A LAUGHLIN AVENUE

(Street)

MCLEAN VA 22101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2024

3. Issuer Name and Ticker or Trading Symbol
CHAIN BRIDGE BANCORP INC [ CBNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	211,140	(1)	I	By JEM Management, L.P.(2)
Class B Common Stock	(1)	(1)	Class A Common Stock	141,950	(1)	I	By S.C. Investments II, L.P.(3)
Class B Common Stock	(1)	(1)	Class A Common Stock	103,020	(1)	I	By Fitzgerald 2002 Special Trust(4)
Class B Common Stock	(1)	(1)	Class A Common Stock	79,560	(1)	I	By GFF Family Trust(4)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date.

2. Shares held by a family limited partnership of which Reporting Person is the managing general partner and for which he may be deemed to have voting or investment power. Reporting Person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. Shares held by a family limited partnership of which Reporting Person is the general partner and for which he may be deemed to have voting or investment power. Reporting Person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. Shares held by a trust of which Reporting Person is a co-trustee and for which he may be deemed to have voting or investment power. Reporting Person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Reporting Person may be deemed to be a member of a group with other affiliated individuals and entities that collectively are 10% owners, which group includes James G. Fitzgerald, Gerald F. Fitzgerald, Jr., Thomas G. Fitzgerald, Julie Fitzgerald Schauer, Thomas G. Fitzgerald, Jr., Andrew J. Fitzgerald, Lauren Fitzgerald Peterson, Everglades Trust and JEM Management, L.P. (collectively, the "Fitzgerald Family Reporting Persons"). Reporting Person disclaims the existence of a group and disclaims beneficial ownership of any securities held by the other Fitzgerald Family Reporting Persons, except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Rachel G. Miller, attorney-in-fact	10/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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