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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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USCB FINANCIAL HOLDINGS, INC. (Name of Issuer) |
Class A Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) |
90355N101 (CUSIP Number) |
W. Kirk Wycoff Four Radnor Corporate Center, Suite 210 Radnor, PA, 19087 215-399-4650 Philip Ross Bevan, Esq. 3299 K Street, N.W., Suite 100 Washington, DC, 20007 202-295-4500 Kenneth B. Tabach, Esq. 3299 K Street, N.W., Suite 100 Washington, DC, 20007 2022954500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/02/2025 (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
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
Patriot Financial Partners II, L.P. | ||||||||
| 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 | ||||||||
| 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
2,942,573.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
Patriot Financial Partners Parallel II, L.P. | ||||||||
| 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 | ||||||||
| 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
343,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
Patriot Financial Partners GP II, L.P. | ||||||||
| 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 | ||||||||
| 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
3,285,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
WYCOFF W KIRK | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,297,409.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
LUBERT IRA M | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,285,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
LYNCH JAMES J | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,285,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
Patriot Financial Partners GP II, 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,285,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 90355N101 |
| 1 |
Name of reporting person
Deutsch James F. | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,285,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value $1.00 Per Share | |
| (b) | Name of Issuer:
USCB FINANCIAL HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2301 NW 87TH AVENUE, 2301 NW 87TH AVENUE, DORAL,
FLORIDA
, 33172. | |
Item 1 Comment:
INTRODUCTION
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed to amend and supplement the statement on Schedule 13D relating to Class A Voting Common Stock, par value $1.00 per share (the "Class A Common Stock") of USCB Financial Holdings, Inc. (the "Issuer" or the "Company") as filed with the Securities and Exchange Commission (the "SEC") on January 6, 2022 (the "Schedule 13D"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Initial Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Patriot Financial Group II beneficially owns in the aggregate 3,297,409 shares of Class A Common Stock or 16.4% of the outstanding shares. | |
| (b) | Patriot Fund II beneficially owns 2,942,573 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose the 2,942,573 shares and no sole power to vote and dispose the shares. Patriot Parallel Fund II beneficially owns 343,336 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose the 343,336 shares and no sole power to vote and dispose the shares. Each of Patriot GP II, Patriot II LLC and Messrs. Lubert, Lynch and Deutsch beneficially owns 3,285,909 shares of Class A Common Stock or 16.4% of the outstanding shares, with the shared power to vote and dispose the 3,285,909 shares and no sole power to vote and dispose the shares. W. Kirk Wycoff beneficially owns 3,297,409 shares of Class A Common Stock or 16.4% of the outstanding shares, with the shared power to vote and dispose the 3,297,409 shares and the sole power to vote and dispose of 11,500 shares, which represent options granted to Mr. Wycoff as a director of the Company. Each of Patriot II GP, Patriot II LLC and Messrs. Wycoff, Lubert, Lynch and Deutsch disclaims beneficial ownership of the shares owned by the Patriot Funds, except to the extent of its or their pecuniary interest therein. | |
| (c) | On September 2, 2025, Patriot Financial Partners II, LP agreed to sell to the Company 1,074,616 shares of Class A Common Stock for $17.19 per share and Patriot Financial Partners Parallel II, LP agreed to sell to the Company 125,384 shares of Class A Common Stock for $17.19 per share. | |
| (d) | Other than the Patriot Financial Group II, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5. | |
| (e) | Not applicable. The calculations for percentage of outstanding shares are based on 20,078,385 shares of Class A Common Stock outstanding as of July 31, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Stock Repurchase Agreement dated September 2, 2025 between USCB Financial Holdings, Inc. and Patriot Financial Partners II, LP and Patriot Financial Partners Parallel II, LP | ||
| 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.
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