Item 1. | Security and Issuer |
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed on January 5, 2016 ("Schedule 13D") and relates to the Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Equity Bancshares, Inc., a Kansas corporation (the "Company" or the "Issuer"), whose principal executive offices are located at 7701 East Kellogg Drive, Suite 200, Wichita, Kansas 67207.
This Amendment is being jointly filed by the parties identified below, all of which were parties to the Schedule 13D. All of the filers of this Amendment are collectively referred to as the "Patriot Financial Group." The Joint Filing Agreement of the members of the Patriot Financial Group was previously filed as Exhibit 1 to the Schedule 13D.
The following are members of the Patriot Financial Group:
● | Patriot Financial Partners, L.P., a Delaware limited partnership (the "Patriot Fund"); |
● | Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (the "Patriot Parallel Fund" and together with the Patriot Fund, the "Funds"); |
● | Patriot Financial Partners GP, L.P., a Delaware limited partnership and general partner of the Funds ("Patriot GP"); |
● | Patriot Financial Partners GP, LLC, a Delaware limited liability company and general partner of Patriot GP ("Patriot LLC"); and |
● | W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC. |
Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 9, 2017, the Funds sold an aggregate of 100,000 shares of Class A Common Stock for gross proceeds of approximately $3.24 million with the Patriot Fund selling 85,270 shares of Class A Common Stock for gross proceeds of approximately $2.76 million and the Patriot Parallel Fund selling 14,730 shares of Class A Common Stock for gross proceeds of approximately $0.48 million. On March 15, 2017, the Funds sold an aggregate of 200,000 shares of Class A Common Stock for gross proceeds of approximately $6.35 million with the Patriot Fund selling 170,540 shares of Class A Common Stock for gross proceeds of approximately $5.41 million and the Patriot Parallel Fund selling 29,460 shares of Class A Common Stock for gross proceeds of approximately $0.94 million. The sales were completed through broker assisted transactions.
CUSIP No. 29460X109 | 13D/A | Page 10 of 14 Pages |
In addition, between February 15, 2017 and March 8, 2017, the Funds sold an aggregate of 371,714 shares of Class B non-voting common stock, par value $0.01 per share ("Class B Common Stock"), for total gross proceeds of $12.01 million, which shares converted to shares of Class A Common Stock upon sale.
As of the date of this filing, the Funds beneficially owned an aggregate of 172,000 shares of Class A Common Stock and no shares of Class B Common Stock. The Patriot Fund owned 146,663 shares of Class A Common Stock and the Patriot Parallel Fund owned 25,337 shares of Class A Common Stock.
The Funds entered into the transactions described above in the ordinary course of business because of their belief that such transactions were in the Funds' best interests in accordance with their investment strategy, market conditions and other relevant factors.
Other than as described in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
The percentages used in this Amendment are based upon 7,321,984 outstanding shares of Class A Common Stock reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
(a) - (b) Patriot Fund possesses shared voting and dispositive power and beneficially owns 146,663 shares, or 2.00%, of the outstanding Class A Common Stock.
Patriot Parallel Fund possesses shared voting and dispositive power and beneficially owns 25,337 shares, or 0.35%, of the outstanding Class A Common Stock.
Because (i) Messrs. Wycoff, Lubert and Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC, (ii) Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Funds, each of Messrs. Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to possess shared voting and dispositive power over the 172,000 shares of Class A Common Stock held by the Funds or 2.35% of the outstanding Class A Common Stock.
CUSIP No. 29460X109 | 13D/A | Page 11 of 14 Pages |
(c) In the last 60 days, the Patriot Financial Group made the following sales of Class A Common Stock in the open market.
Entity | | Date | | Number of Shares Sold | | | Price Per Share | | | Gross Proceeds | |
Patriot Fund | | 3/9/2017 | | | 85,270 | | | $ | 32.35 | | | $ | 2,758,485 | |
Patriot Parallel Fund | | 3/9/2017 | | | 14,730 | | | | 32.35 | | | | 476,515 | |
Patriot Fund | | 3/15/2017 | | | 170,540 | | | | 31.75 | | | | 5,414,645 | |
Patriot Parallel Fund | | 3/15/2017 | | | 29,460 | | | | 31.75 | | | | 935,355 | |
Additionally, in the last 60 days, the Patriot Financial Group made the following sales of Class B Common Stock that automatically converted to shares of Class A Common Stock upon these sales in the open market.
Entity | | Date | | Number of Shares Sold | | | Price Per Share | | | Gross Proceeds | |
Patriot Fund | | 2/15/2017 | | | 2,678 | | | $ | 33.52 | | | $ | 89,777 | |
Patriot Parallel Fund | | 2/15/2017 | | | 463 | | | | 33.52 | | | | 15,522 | |
Patriot Fund | | 2/16/2017 | | | 8,619 | | | | 33.50 | | | | 288,740 | |
Patriot Parallel Fund | | 2/16/2017 | | | 1,489 | | | | 33.50 | | | | 49,882 | |
Patriot Fund | | 2/17/2017 | | | 1,688 | | | | 33.50 | | | | 56,548 | |
Patriot Parallel Fund | | 2/17/2017 | | | 291 | | | | 33.50 | | | | 9,749 | |
Patriot Fund | | 2/21/2017 | | | 2,111 | | | | 33.53 | | | | 70,773 | |
Patriot Parallel Fund | | 2/21/2017 | | | 365 | | | | 33.53 | | | | 12,237 | |
Patriot Fund | | 3/8/2017 | | | 301,865 | | | | 32.25 | | | | 9,735,146 | |
Patriot Parallel Fund | | 3/8/2017 | | | 52,145 | | | | 32.25 | | | | 1,681,676 | |
(d) Not applicable.
(e) | On March 15, 2017, the Patriot Financial Group ceased to be beneficial owners of more than five percent of the outstanding shares of Class A Common Stock. |
CUSIP No. 29460X109 | 13D/A | Page 12 of 14 Pages |
Item 7. | Material to Be Filed as Exhibits. |
No. | | Exhibit |
| | |
1 | | Joint Filing Agreement* |
| | |
2 | | Form of Underwriting Agreement** |
| | |
3 | | Form of Lock-Up Agreement** |
____________________
** | Incorporated by reference to Exhibit 1.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 filed by Equity Bancshares, Inc. (Commission File No. 333-207351) on November 2, 2015. |