Sec Form 13D Filing - NORCROSS GEORGE E III @ REPUBLIC FIRST BANCORP INC

Sec Form 13D Filing - NORCROSS GEORGE E III filing for REPUBLIC FIRST BANCORP INC (FRBK) - 2022-11-01

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

Republic First Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

760416107

(CUSIP Number)

George E. Norcross, III

218 Royal Palm Way, Suite 300

Palm Beach, Florida 33480

(561) 500-4600

With a Copy to:

H. Rodgin Cohen

Mitchell S. Eitel

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

212-558-4000

(Name, address and telephone number of person authorized to receive notices and communications)

November 1, 2022

(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 ☐.

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.

*	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 (“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).


CUSIP No. 760416107		SCHEDULE 13D		Page 2 of 11


1		Names of Reporting Persons George E. Norcross, III
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) PF
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America

(1)

The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 6,311,618 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.9% of the outstanding shares of Common Stock. See Item 5.

(2)

For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of October 18, 2022 is 63,787,064, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on October 26, 2022.


CUSIP No. 760416107		SCHEDULE 13D		Page 3 of 11


1		Names of Reporting Persons Avery Conner Capital Trust
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 Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Florida

(3)	4,724,662 shares of Common Stock held by the Avery Conner Capital Trust, of which Philip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson and Rose M. Guida serve as Trustees and may be deemed to have shared beneficial ownership as Trustees.


CUSIP No. 760416107		SCHEDULE 13D		Page 4 of 11


1		Names of Reporting Persons Philip A. Norcross
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) PF, OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 5 of 11


1		Names of Reporting Persons Susan D. Hudson, in her capacity as a Trustee
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) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 6 of 11


1		Names of Reporting Persons Geoffrey B. Hudson, in his capacity as a Trustee
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) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 7 of 11


1		Names of Reporting Persons Rose M. Guida, in her capacity as a Trustee
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) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D/A		Page 8 of 11


1		Names of Reporting Persons Gregory B. Braca
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) PF
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D/A		Page 9 of 11

This Amendment No. 23 (“Amendment No. 23”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 23 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.

Item 2.

Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended by replacing each reference to “350 Royal Palm Way, Suite 500, Palm Beach, Florida 33480” with “218 Royal Palm Way, Suite 300, Palm Beach, Florida, 33480.”

Item 4.

Purpose of the Transaction.

Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:

On November 1, 2022, the Group delivered a letter to the Board, the text of which is set forth below:

Dear Ms. Jacobs:

We have read with utter astonishment the 8K filing submitted to the Securities and Exchange Commission late last Friday announcing the abrupt departure of Frank A. Cavallaro, Chief Financial Officer of Republic First Bancorp, Inc. (“Republic First” or the “Company”). The Company’s omission of important material information and lack of transparency with the investment community and its customers regarding the departure is appalling, particularly when coming just days after it was forced to acknowledge years of previously undisclosed payments to insiders.

This sudden announcement, filed at the close of business at the end of the business week without any context, suggests the Company does not want to be transparent as to the state of affairs of the Company. We say this because, just days earlier, the Company broadly disseminated a press release (in addition to the required 8-K) with respect to the hiring of a new executive. That announcement also prominently appears on the Company’s website with a glowing quote from the Company’s leader, Harry Madonna. In stark contrast, the shocking unexpected departure of an equal, if not more important, senior executive with primary financial, disclosure and audit responsibility in the Company was seemingly purposefully downplayed. In this abbreviated filing, comments from Mr. Madonna are nowhere to be found.

It is time for the Company to come clean with investors and be transparent about everything it does, whether it be good or bad news. The Company’s credibility in the investment community continues to suffer, with the shareholders bearing the brunt with the value of their shares continuing to plummet to new lows. These tactics do not pass unnoticed and further taint the reputation of management and the Board. Investors and customers deserve better.

For these reasons, it is incumbent upon the Company at this time to fully disclose the reasons for the Chief Financial Officer’s departure and the circumstances regarding the same, including any type of payments, releases, disagreements or other items of this nature. Again, the Company and its leadership over the last many months have been operating in secret and the investors and customers deserve to know the real story.


CUSIP No. 760416107		SCHEDULE 13D/A		Page 10 of 11

The abrupt, unanticipated departure of the Chief Financial Officer without explanation or clarity is even more troubling when reviewing the Company’s most recent Call Report, which again disclosed continuing serious and fundamental questions about the integrity of the Company’s financial reporting systems. In particular, a specific entry on the Call Report indicated the bank incurred a $4.7 million “accounting error charge restatement”. There is no information or explanation from the Company regarding this material financial charge in a filing with the Securities and Exchange Commission or otherwise. Even if an explanation could normally await the Company’s next quarterly filing, as we all know, the Company has still not yet filed long overdue quarterly reports, so the investment community is again left asking questions about the nature of this charge, the parties responsible and the abrupt departure of the Chief Financial Officer.

Again, we demand the Company to provide immediate disclosure and transparency to the investment community on all these items, as these issues raise troubling concerns about the financial integrity of the Company’s operations, senior management and Board oversight or the lack thereof during these critical times.

We look forward to seeing your immediate public filing in this regard for all to review.

Thank you.

Sincerely,

/s/ George E. Norcross, III

George E. Norcross, III

/s/ Philip A. Norcross

Philip A. Norcross

/s/ Gregory B. Braca

Gregory B. Braca


CUSIP No. 760416107		SCHEDULE 13D/A		Page 11 of 11

SIGNATURES

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

Date: November 1, 2022


George E. Norcross, III

By:		/s/ George E. Norcross, III

Avery Conner Capital Trust

By:		/s/ Philip A. Norcross
Name:		Philip A. Norcross
Title:		Trustee

Philip A. Norcross

By:		/s/ Philip A. Norcross

Susan D. Hudson

By:		/s/ Susan D. Hudson

Geoffrey B. Hudson

By:		/s/ Geoffrey B. Hudson

Rose M. Guida

By:		/s/ Rose M. Guida

Gregory B. Braca

By:		/s/ Gregory B. Braca

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

Sole Voting Power

674,572

Shared Voting Power

0

Sole Dispositive Power

674,572

Shared Dispositive Power

0