Sec Form 4 Filing - East Rock Capital, LLC @ BAY BANCORP, INC. - 2016-08-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person East Rock Capital, LLC 2. Issuer Name and Ticker or Trading Symbol BAY BANCORP, INC. [ BYBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10 EAST 53RD STREET, 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $1.00 08/11/2016 S 1,418,436 D $ 5.18 0 D ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other East Rock Capital, LLC 10 EAST 53RD STREET 31ST FLOOR NEW YORK, NY10022 X East Rock Capital GP, LLC C/O EAST ROCK CAPITAL, LLC 10 EAST 53RD ST., 31ST FLOOR NEW YORK, NY10022 X EREF MP Alpha, LLC C/O EAST ROCK CAPITAL, LLC 10 EAST 53RD ST., 31ST FLOOR NEW YORK, NY10022 X D Partners Management, LLC C/O EAST ROCK CAPITAL, LLC 10 EAST 53RD STREET, 31ST FL NEW YORK, NY10022 X Duncan Graham C/O EAST ROCK CAPITAL, LLC 10 EAST 53RD ST., 31ST FLOOR NEW YORK, NY10022 X Shapiro Adam C/O EAST ROCK CAPITAL, LLC 10 EAST 53RD ST., 31ST FLOOR NEW YORK, NY10022 X Signatures /s/ EAST ROCK CAPITAL GP, LLC - Graham Duncan, Managing Member of the Managing Member 08/15/2016 Signature of Reporting Person Date /s/ EAST ROCK CAPITAL, LLC - Graham Duncan, Managing Member of the Managing Member 08/15/2016 Signature of Reporting Person Date /s/ D PARTNERS MANAGEMENT, LLC - Graham Duncan, Managing Member 08/15/2016 Signature of Reporting Person Date /s/ EREF MP ALPHA, LLC - Graham Duncan, Managing Member of the Managing Member of the General Partner of the Managing Member 08/15/2016 Signature of Reporting Person Date /s/ GRAHAM DUNCAN - Graham Duncan, Individually 08/15/2016 Signature of Reporting Person Date /s/ ADAM SHAPIRO - Adam Shapiro, Individually 08/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported herein were held for the account of EREF MP Alpha, LLC (the "Fund"). East Rock Capital, LLC (the "Manager") and East Rock Capital GP, LLC (the "General Partner") serve as the investment manager and the general partner, respectively, of East Rock Endowment Fund, L.P., the sole member of the Fund. D Partners Management, LLC ("D Partners") serves as the managing member of the Manager and the General Partner. Mr. Duncan and Mr. Shapiro jointly manage and control the Fund, primarily as managing principals and control persons of the Manager and the General Partner. Mr. Duncan also serves as the managing member of D Partners. The persons and entities whose signatures appear below are collectively referred to herein as the "Reporting Persons." ( 2 )Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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