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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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) |
09/16/2025 (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
1,823,182.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 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 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
212,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
| 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
2,035,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 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
2,047,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.3 % | ||||||||
| 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
2,035,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 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
2,035,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 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
2,035,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 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
2,035,909.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 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. 2 to Schedule 13D ("Amendment No. 2") 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") and Amendment No 1 as filed with the SEC on September 4, 2025 ("Amendment No. 1"). 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 2,047,409 shares of Class A Common Stock or 11.3% of the outstanding shares. | |
| (b) | Patriot Fund II beneficially owns 1,823,182 shares of Class A Common Stock or 10.1% of the outstanding shares, with the shared power to vote and dispose the 1,823,182 shares and no sole power to vote and dispose the shares. Patriot Parallel Fund II beneficially owns 212,727 shares of Class A Common Stock or 1.2% of the outstanding shares, with the shared power to vote and dispose the 212,727 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 2,035,909 shares of Class A Common Stock or 11.2% of the outstanding shares, with the shared power to vote and dispose the 2,035,909 shares and no sole power to vote and dispose the shares. W. Kirk Wycoff beneficially owns 2,047,409 shares of Class A Common Stock or 11.3% of the outstanding shares, with the shared power to vote and dispose 2,035,409 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 16, 2025, Patriot Financial Partners II, LP agreed to sell to clients of T. Rowe Price Investment Manager, Inc. (collectively, the "Purchasers") 1,119,391 shares of Class A Common Stock for $17.19 per share and Patriot Financial Partners Parallel II, LP agreed to sell to the Purchasers 130,609 shares of Class A Common Stock for $17.19 per share for an aggregate purchase price of $21,487,500. | |
| (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 18,107,385 shares of Class A Common Stock outstanding as of September 15, 2025 according to information provided by the Company. | |
| Item 7. | Material to be Filed as Exhibits. | |
Purchase Agreement dated September 16, 2025 between Patriot Financial Partners II, LP, Patriot Financial Partners Parallel II, LP and T. Rowe Price Investment Management, Inc., as investment advisor or subadvisor (exhibits excluded). | ||
| 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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