SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on November 27, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
CHAIN BRIDGE BANCORP., INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15746L100
(CUSIP Number)
October 4, 2024
(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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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* 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 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).
(Continued on following pages)
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CUSIP NO. 15746L100 |
13G |
Page 2 of 9 Pages |
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1 |
NAMES OF REPORTING PERSONS Gator Capital Management, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED STATES OF AMERICA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 |
SOLE VOTING POWER N/A |
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6 |
SHARED VOTING POWER 165,000 shares of Common Stock |
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7 |
SOLE DISPOSITIVE POWER N/A |
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8 |
SHARED DISPOSITIVE POWER 165,000 shares of Common Stock |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,000 shares of Common Stock |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.92% of the outstanding shares of Common Stock |
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12 |
TYPE OF REPORTING PERSON IA OO (Limited Liability Company) |
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CUSIP NO. 15746L100 |
13G |
Page 3 of 9 Pages |
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1 |
NAMES OF REPORTING PERSONS Derek Pilecki |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 |
SOLE VOTING POWER N/A |
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6 |
SHARED VOTING POWER 165,000 shares of Common Stock |
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7 |
SOLE DISPOSITIVE POWER N/A |
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8 |
SHARED DISPOSITIVE POWER 165,000 shares of Common Stock |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,000 shares of Common Stock |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.92% of the outstanding shares of Common Stock |
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12 |
TYPE OF REPORTING PERSON IN |
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CUSIP NO. 15746L100 |
13G |
Page 4 of 9 Pages |
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1 |
NAMES OF REPORTING PERSONS Gator Financial Partners, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED STATES OF AMERICA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 |
SOLE VOTING POWER N/A |
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6 |
SHARED VOTING POWER 131,600 shares of Common Stock |
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SOLE DISPOSITIVE POWER N/A |
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8 |
SHARED DISPOSITIVE POWER 131,600 shares of Common Stock |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,600 shares of Common Stock |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.11% of the outstanding shares of Common Stock |
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12 |
TYPE OF REPORTING PERSON OO (Limited Liability Company) |
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CUSIP NO. 15746L100 |
13G |
Page 5 of 9 Pages |
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1 |
NAMES OF REPORTING PERSONS Gator Capital Long/Short Fund |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland, UNITED STATES OF AMERICA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 |
SOLE VOTING POWER N/A |
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6 |
SHARED VOTING POWER 21,000 shares of Common Stock |
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SOLE DISPOSITIVE POWER N/A |
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8 |
SHARED DISPOSITIVE POWER 21,000 shares of Common Stock |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,000 shares of Common Stock |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.14% of the outstanding Common Stock |
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12 |
TYPE OF REPORTING PERSON IV |
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CUSIP NO. 15746L100 |
13G |
Page 6 of 9 Pages |
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1 |
NAMES OF REPORTING PERSONS ECA Fund, LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas, UNITED STATES OF AMERICA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 |
SOLE VOTING POWER N/A |
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6 |
SHARED VOTING POWER 12,400 shares of Common Stock |
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SOLE DISPOSITIVE POWER N/A |
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8 |
SHARED DISPOSITIVE POWER 12,400 shares of Common Stock |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,400 shares of Common Stock |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.67% of the outstanding Common Stock |
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12 |
TYPE OF REPORTING PERSON PN (Limited Partnership) |
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Item 1. (a) Name of Issuer:
Chain Bridge Bancorp., Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
1445-A Laughlin Avenue, McLean, VA 22101
Item 2. (a) Name of Persons Filing:
Gator Capital Management, LLC
Derek Pilecki
Gator Financial Partners, LLC
Gator Capital Long/Short Fund
ECA Fund, LP
(b) Address of Principal Business Office or, if None, Residence:
For all persons filing:
c/o Gator Capital Management, LLC
2502 N. Rocky Point Dr., Suite 665
Tampa, FL 33607
(c) Citizenship:
Gator Capital Management, LLC is a Delaware limited liability company
Derek Pilecki is a United States citizen
Gator Financial Partners, LLC is a Delaware limited liability company
Gator Capital Long/Short Fund is a Maryland Investment Company
ECA Fund, LP is a Texas Limited Partnership
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number:
15746L100
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable. Filed pursuant to Rule 13d-1(c).
Item 4. Ownership.
| Gator Capital Management, LLC |
Derek Pilecki | Gator Financial Partners, LLC |
Gator Capital Long/ Short Fund |
ECA Fund, LP |
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| (a) Amount Beneficially Owned: | 165,000 | 165,000 | 131,600 | 21,000 | 12,400 |
| (b) Percent of Class: | 8.92% | 8.92% | 7.11% | 1.14% | 0.67% |
| (c) Number of Shares to Which Reporting Person Has: |
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| (i) Sole Voting Power: | N/A | N/A | N/A | N/A | N/A |
| (ii) Shared Voting Power: | 165,000 | 165,000 | 131,600 | 21,000 | 12,400 |
| (iii) Sole Dispositive Power: | N/A | N/A | N/A | N/A | N/A |
| (iv) Shared Dispositive Power: | 165,000 | 165,000 | 131,600 | 21,000 | 12,400 |
The reported shares are the Issuer's Class A Common Stock.
131,600 shares of Class A Common Stock are owned directly by Gator Financial Partners, LLC, whose managing member and Investment Adviser is Gator Capital Management, LLC. Gator Capital Management, LLC could be deemed to be an indirect beneficial owner of the reported shares, and could be deemed to share beneficial ownership with Gator Financial Partners, LLC.
Derek Pilecki is the manager of Gator Capital Management, LLC and could be deemed to share such indirect beneficial ownership with Gator Capital Management, LLC and Gator Financial Partners, LLC.
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 That 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.
By signing below, each of the undersigned certifies that, to the best of his or its 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.
Exhibits
| Exhibit 1 | Joint Filing Agreement dated November 27, 2024, among Gator Financial Partners, LLC, Gator Capital Long/Short Fund, and ECA Fund, LP, Gator Capital Management, LLC, and Derek Pilecki. |
Signature
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
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GATOR CAPITAL MANAGEMENT, LLC |
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By: /s/ Derek Pilecki Name: Derek Pilecki Title: Managing Member |
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GATOR FINANCIAL PARTNERS, LLC |
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By: Gator Capital Management, LLC, Manager
By: /s/ Derek Pilecki Name: Derek Pilecki Title: Managing Member |
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/s/ Derek Pilecki |
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Derek Pilecki |