Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Primis Financial Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
74167B109 (CUSIP Number) |
Deborah Sykes 11682 El Camino Real, Suite 320, San Diego, CA, 92130 858-756-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2026 (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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 74167B109 |
| 1 |
Name of reporting person
Castle Creek Capital Partners VII, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,076,499.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
|
| CUSIP No. | 74167B109 |
| 1 |
Name of reporting person
Castle Creek Capital VII LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,076,499.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Primis Financial Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1676 International Drive, Suite 900, McLean,
VIRGINIA
, 22102. | |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the Schedule 13D filed on June 27, 2017 (as previously amended by Amendment No, 1, filed on November 11, 2020, Amendment No 2, filed on November 19, 2020, Amendment No. 3, filed on December 18, 2020, Amendment No. 4, filed on February 23, 2021, and Amendment No. 5, filed on April 13, 2026, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Common Stock"), of Primis Financial Corp. (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. 6 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 April 13, 2026 and April 17, 2026 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 254,175 shares of Common Stock for proceeds of $3,545,670.55, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 1,076,499 shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows: Fund VII owns 1,076,499 shares of the Common Stock, which represents approximately 4.4%* of the Common Stock. *This calculation is based on 24,699,185 shares of Common Stock of the Company outstanding as of February 27, 2026, as reported in the Company's annual report on Form 10-K filed with the SEC on March 16, 2026. | |
| (b) | Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,076,499 shares of Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D: (i) 83,769 shares of Common Stock sold on April 13, 2026 at a weighted average price of $13.84 per share (in multiple open market, broker-assisted transactions ranging from $13.76 to $13.86 per share, inclusive); (ii) 26,013 shares of Common Stock sold on April 14, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $13.85 per share, inclusive); (iii) 2,217 shares of Common Stock sold on April 15, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $14.00 per share, inclusive); (iv) 42,176 shares of Common Stock sold on April 16, 2026 at a weighted average price of $13.91 per share (in multiple open market, broker-assisted transactions ranging from $13.84 to $13.96 per share, inclusive); and (v) 100,000 shares of Common Stock sold on April 17, 2026 at a weighted average price of $14.17 per share (in multiple open market, broker-assisted transactions ranging from $14.01 to $14.30 per share, inclusive). | |
| (e) | As of April 17, 2026, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Stock. | |
| 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.
|
|
|
|
|