UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO§240.13d-2
(Amendment No. )*
Coastal Financial Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
19046P 209
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule13d-1(b) |
| ☐ | Rule13d-1(c) |
| ☒ | Rule13d-1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 19046P 209 | 13G | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS:
Andrew R. Dale | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,496,506 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,496,506 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,496,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake Capital II-B, L.P., which owns 643,265 shares of common stock. Mr. Dale disclaims beneficial ownership of such shares held by Montlake Capital II, L.P. and Montlake Capital II-B, L.P., except to the extent of his pecuniary interest therein. |
| (2) | Based on 11,906,335 shares outstanding as of May 13, 2019. |
| CUSIP NO. 19046P 209 | 13G | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS:
Montlake Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,496,506 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,496,506 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,496,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake CapitalII-B, L.P., which owns 643,265 shares of common stock. Mr. Dale disclaims beneficial ownership of such shares held by Montlake Capital II, L.P. and Montlake CapitalII-B, L.P., except to the extent of his pecuniary interest therein. |
| (2) | Based on 11,906,335 shares outstanding as of May 13, 2019. |
| CUSIP NO. 19046P 209 | 13G | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS:
Montlake Capital Advisor II LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,496,506 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,496,506 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,496,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake Capital II-B, L.P., which owns 643,265 shares of common stock. Mr. Dale disclaims beneficial ownership of such shares held by Montlake Capital II, L.P. |
| (2) | Based on 11,906,335 shares outstanding as of May 13, 2019. |
| CUSIP NO. 19046P 209 | 13G | Page 5 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS:
Montlake Capital II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
853,241 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
853,241 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,241 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake CapitalII-B, L.P., which owns 643,265 shares of common stock. Mr. Dale disclaims beneficial ownership of such shares held by Montlake Capital II, L.P. and Montlake Capital II-B, L.P., except to the extent of his pecuniary interest therein. |
| (2) | Based on 11,906,335 shares outstanding as of May 13, 2019. |
| CUSIP NO. 19046P 209 | 13G | Page 6 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS:
Montlake Capital II-B, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| ||||
| 6 | SHARED VOTING POWER
643,265 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
643,265 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,265 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | Mr. Dale is the Managing Director of Montlake Capital LLC, which holds all of the capital and voting interests in Montlake Capital Advisor II LLC, the sole general partner of Montlake Capital II, L.P., which owns 853,241 shares of common stock, and Montlake CapitalII-B, L.P., which owns 643,265 shares of common stock. Mr. Dale disclaims beneficial ownership of such shares held by Montlake Capital II, L.P. and Montlake CapitalII-B, L.P., except to the extent of his pecuniary interest therein. |
| (2) | Based on 11,906,335 shares outstanding as of May 13, 2019. |
| CUSIP NO. 19046P 209 | 13G | Page 7 of 9 Pages |
| Item 1 (a). | Name of Issuer:Coastal Financial Corporation |
| (b). | Address of Issuer’s Principal Executive Offices: |
5415 Evergreen Way, Everett, Washington 98203 |
| Item 2 (a). | Names of Persons Filing:Andrew R. Dale |
Montlake Capital LLC Montlake Capital Advisor II LLC Montlake Capital II, L.P. Montlake CapitalII-B, L.P. |
| (b). | Address of Principal Business Office: |
1200 Fifth Avenue, Suite 1800, Seattle, Washington 98101 |
| (c). | Citizenship: United States of America |
| (d). | Title of Class of Securities:Common Stock, no par value. |
| (e). | CUSIP Number:19046P 209 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable. This statement is not filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c). |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: See Row 9 of the second part of the cover page for each reporting person. |
| (b) | Percent of Class: See Row 11 of the second part of the cover page for each reporting person. |
| (c) | Number of Shares as to Which the Person Has: See Rows 5, 6, 7, and 8 of the second part of the cover page for each reporting person. |
| CUSIP NO. 19046P 209 | 13G | Page 8 of 9 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP NO. 19046P 209 | 13G | Page 9 of 9 Pages |
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.
/s/ Andrew R. Dale | June 5, 2019 | |||||
| Andrew R. Dale | ||||||
| Montlake Capital LLC | ||||||
| By: | /s/ Andrew R. Dale | |||||
| Andrew R. Dale | ||||||
| Managing Director | ||||||
| Montlake Capital Advisor II LLC | ||||||
| By: | /s/ Andrew R. Dale | |||||
| Andrew R. Dale | ||||||
| Managing Director | ||||||
| Montlake Capital II, L.P. | ||||||
| By: | /s/ Andrew R. Dale | |||||
| Andrew R. Dale | ||||||
Managing Director, Montlake Capital LLC, managing member of Montlake Capital Advisor II, LLC, general partner | ||||||
| Montlake CapitalII-B, L.P. | ||||||
| By: | /s/ Andrew R. Dale | |||||
| Andrew R. Dale | ||||||
Managing Director, Montlake Capital LLC, managing member of Montlake Capital Advisor II, LLC, general partner | ||||||