Sec Form 13D Filing - Rhinebeck Bancorp MHC filing for Rhinebeck Bancorp Inc. (RBKB) - 2019-01-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Michael J. Quinn

Rhinebeck Bancorp, MHC

2 Jefferson Plaza

Poughkeepsie, New York 12601

(Name, Address, 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 which 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.  [  ]

(Continued on following pages)

Page 1 of 6 Pages

 

 

CUSIP NO. 762093 102

SCHEDULE 13D

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The securities as to which this Schedule 13D relates are shares of common stock, $0.01 par value per share (“Common Stock”), of Rhinebeck Bancorp, Inc., a Maryland corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 2 Jefferson Plaza, Poughkeepsie, New York 12601.

(a) - (c)  This Schedule 13D is filed on behalf of Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “Company”).  The Company’s principal business is the ownership of a majority of the Issuer’s shares of Common Stock.  The business address of the Company is 2 Jefferson Plaza, Poughkeepsie, New York 12601.

Pursuant to General Instruction C of Schedule 13D, the following information is provided for each executive officer and director of the Company (“Insiders”):

The business address of each Insider is 2 Jefferson Plaza, Poughkeepsie, New York 12601.

 

 

(d)	During the past five years, neither the Company nor any of the Insiders have been convicted in a criminal proceeding (excluding, in the case of insiders, traffic violations or similar misdemeanors).

(e)

During the past five years, neither the Company nor any of the Insiders have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

(f)	All of the Insiders are U.S. citizens.

The 6,345,975 shares of Issuer common stock were acquired by the Company from the Issuer other than by purchase.  The shares were acquired from the Issuer in connection with the reorganization of Rhinebeck Bank and the Company into the two-tier mutual holding company structure, effective January 16, 2019.

While the Company intends to exercise its rights as majority stockholder of Issuer, neither the Company nor the Insiders currently have any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

In the future, the Company and/or the Insiders may determine to purchase or acquire additional shares of the Issuer’s common stock (or other securities of the Issuer) or the Company and/or the Insiders may determine to sell shares of the Issuer’s Common Stock.  Any such determination will depend on a number of factors, including market prices, the Issuer’s prospects, and alternative investments.

 

As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship (legal or otherwise) among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies with respect to the securities of the Issuer.

None.

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 on Schedule 13D is true, complete and correct.