UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Enterprise Financial Services Corp
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
293712105
(CUSIP Number)
December 31, 2015
(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 426,334 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 426,334 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 426,334 | |
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) 2.1% | |
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 192,672 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 192,672 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,672 | |
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) 1.0% | |
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 157,177 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 157,177 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,177 | |
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) 0.8% | |
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 61,694 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 61,694 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,694 | |
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) 0.3% | |
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 680,700 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 680,700 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,700 | |
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) 3.4% | |
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 837,877 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 837,877 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 837,877 | |
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) 4.2% | |
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 157,177 | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 157,177 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,177 | |
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) 0.8% | |
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 3,500 | |
6 | SHARED VOTING POWER 837,877 | |
7 | SOLE DISPOSITIVE POWER 3,500 | |
8 | SHARED DISPOSITIVE POWER 837,877 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 841,377 | |
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) 4.2% | |
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 1,500 | |
6 | SHARED VOTING POWER 837,877 | |
7 | SOLE DISPOSITIVE POWER 1,500 | |
8 | SHARED DISPOSITIVE POWER 837,877 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 839,377 | |
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) 4.2% | |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
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”). |
● | John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual, including shares held in his IRA. |
● | Richard J. Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual, including shares held in his IRA. |
| The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to the initial Schedule 13G filed on May 16, 2014. |
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. |
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.
| 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 20,023,376 shares of Common Stock outstanding as of October 26, 2015 as reported in the Issuer’s 10-Q, as filed on October 30, 2015) 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 | 426,334 | 2.1% |
Financial Edge Strategic | 192,672 | 1.0% |
Focused Fund | 61,694 | 0.3% |
PL Capital | 680,700 | 3.4% (indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund) |
PL Capital Advisors | 837,877 | 4.2% (indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP) |
Goodbody/PL LP | 157,177 | 0.8% |
Goodbody/PL LLC | 157,177 | 0.8% (indirect beneficial ownership as general partner of Goodbody/PL LP) |
John W. Palmer | 841,377 | 4.2% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC; individual direct beneficial ownership of 3,500 shares) |
Richard J. Lashley | 839,377 | 4.2% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors, Goodbody/PL LLC; individual direct beneficial ownership of 1,500 shares) |
| 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. |
Item 5. Ownership of Five Percent or Less of a Class:
| This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities. In addition, the PL Capital LLC Defined Benefit Plan was terminated prior to the filing of this report, and its shares were transferred to Mr. Lashley and Mr. Palmer. T |
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:
| 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: February 9, 2016
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 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 By: /s/ John W. Palmer John W. Palmer Managing Member | By: /s/ Richard J. Lashley Richard J. Lashley Managing Member |
By: /s/ John W. Palmer John W. Palmer |
By: /s/ Richard J. Lashley Richard J. Lashley |
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