Bay Bancorp (BYBK) Form 4 BAY BANCORP / Adam Shapiro ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

East Rock Capital, LLC

(Last) (First) (Middle)

10 EAST 53RD STREET

31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAY BANCORP, INC. [ BYBK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2016

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $1.00	08/11/2016		S		1,418,436	D	$5.18	0	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

East Rock Capital, LLC

(Last) (First) (Middle)

10 EAST 53RD STREET

31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

East Rock Capital GP, LLC

(Last) (First) (Middle)

C/O EAST ROCK CAPITAL, LLC

10 EAST 53RD ST., 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EREF MP Alpha, LLC

(Last) (First) (Middle)

C/O EAST ROCK CAPITAL, LLC

10 EAST 53RD ST., 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

D Partners Management, LLC

(Last) (First) (Middle)

C/O EAST ROCK CAPITAL, LLC

10 EAST 53RD STREET, 31ST FL

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Duncan Graham

(Last) (First) (Middle)

C/O EAST ROCK CAPITAL, LLC

10 EAST 53RD ST., 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shapiro Adam

(Last) (First) (Middle)

C/O EAST ROCK CAPITAL, LLC

10 EAST 53RD ST., 31ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Shares reported herein were held for the account of EREF MP Alpha, LLC (the "Fund"). East Rock Capital, LLC (the "Manager") and East Rock Capital GP, LLC (the "General Partner") serve as the investment manager and the general partner, respectively, of East Rock Endowment Fund, L.P., the sole member of the Fund. D Partners Management, LLC ("D Partners") serves as the managing member of the Manager and the General Partner. Mr. Duncan and Mr. Shapiro jointly manage and control the Fund, primarily as managing principals and control persons of the Manager and the General Partner. Mr. Duncan also serves as the managing member of D Partners. The persons and entities whose signatures appear below are collectively referred to herein as the "Reporting Persons."

2. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

	/s/ EAST ROCK CAPITAL GP, LLC - Graham Duncan, Managing Member of the Managing Member	08/15/2016
	/s/ EAST ROCK CAPITAL, LLC - Graham Duncan, Managing Member of the Managing Member	08/15/2016
	/s/ D PARTNERS MANAGEMENT, LLC - Graham Duncan, Managing Member	08/15/2016
	/s/ EREF MP ALPHA, LLC - Graham Duncan, Managing Member of the Managing Member of the General Partner of the Managing Member	08/15/2016
	/s/ GRAHAM DUNCAN - Graham Duncan, Individually	08/15/2016
	/s/ ADAM SHAPIRO - Adam Shapiro, Individually	08/15/2016
	** 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 4 (b)(v).
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