Sec Form 13D Filing - Castle Creek Capital Partners VI LP filing for Bancorp Inc. (TBBK) - 2021-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Castle Creek Capital Partners VI, LP

6051 El Tordo

PO Box 1329

Rancho Santa Fe, CA 92067

858-756-8300

Copy to:

John M. Eggemeyer

c/o Castle Creek Capital

6051 El Tordo

P.O. Box 1329

Rancho Santa Fe, CA 92067

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 disclosures provided in a prior cover page.  The information required on 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 (the “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).

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

(1)                                 The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

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(1)                                 The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

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This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on August 25, 2017 (as amended, the “Schedule 13D”) with the U.S. Securities and Exchange Commission (the “SEC”), relating to the shares of common stock, par value $1.00 per share (“Common Stock”), of The Bancorp, Inc. (the “Issuer” or the “Company”).  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 2 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.

Item 3.                                                         Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

Between February 3, 2021 and February 5, 2021, inclusive, Fund VI sold an aggregate of 1,234,238 shares of Common Stock in various open-market, broker transactions.   Following the transactions, Fund VI owns 2,828,234 shares of Common Stock.

Item 5.                                                         Interest in Securities of the Issuer

Item 5 (a) - (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b)

(1)                                 Excludes (i) 30,000 shares of Common Stock and (ii) restricted stock awards representing 13,100 underlying shares of Common Stock, in each case issued to Castle Creek Advisors IV LLC (“Advisors IV”) on behalf of John Eggemeyer, a managing principal of CCC VI, in his capacity as a member of the Board.  Since the Reporting Persons do not presently, and will not within the next 60 days, have the right to acquire Common Stock in respect of such Common Stock and such restricted stock awards held by Advisors IV, those underlying shares are not included in the amount reported herein.

(2)                                 This calculation is based on 57,590,874 shares of Common Stock of the Company outstanding as of October 30, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020.

(3)                                 CCC VI disclaims beneficial ownership of the Common Stock owned by Fund VI, except to the extent of its pecuniary interest therein.

(c)

Fund VI engaged in the following transactions with respect to the Common Stock during the last sixty days: (i) on February 3, 2021, Fund VI sold 350,000 shares of Common Stock at a weighted average price per share of $18.55 (in various open-market, broker transactions ranging from $18.40 to $18.855 per share, inclusive); (ii) on February 4, 2021, Fund VI sold 314,238 shares of Common Stock at a weighted average price per share of $18.67 (in various open-market, broker transactions ranging from $18.50 to $18.90 per share, inclusive); and (iii) on February 5, 2021, Fund VI sold 570,000 shares of Common Stock at a weighted average price per share of $18.56 (in various open-market, broker transactions ranging from $18.30 to $18.82 per share, inclusive). The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

(e)

The Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock on February 5, 2021.

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2021

SIGNATURE PAGE TO SCHEDULE 13D AMENDMENT NO. 2 (THE BANCORP, INC.)

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