SEC Form SC 13D filed by Evans Bancorp Inc.

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)

Mr. John W. Palmer

PL Capital Advisors, LLC

750 Eleventh Street South

Suite 202

Naples, FL 34102

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to -

(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 Rule 13d-1(b)(3) or (4), check the following box ☒.

This Schedule 13D relates to the common stock, $0.50 par value (“Common Stock”) of Evans Bancorp, Inc. (the “Company”).  The address of the principal executive offices of the Company is 6460 Main Street, Williamsville, NY 14221.  This Schedule 13D is being filed pursuant to Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because the Reporting Persons (as defined below) intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company’s management and board.  As a result, the Reporting Persons are not currently eligible to report their beneficial ownership on Schedule 13G and have transitioned to Schedule 13D.

In aggregate, the Reporting Persons have voting and dispositive power over 543,649 shares of Common Stock of the Company acquired at an aggregate cost of $19,031,219.

PL Capital Advisors does not own any Common Stock directly but is deemed to beneficially own Common Stock held by the Clients.  PL Capital Advisors disclaims beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein.

From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. (“Goldman Sachs”) on such firm’s usual terms and conditions.  All or part of the shares of Common Stock owned by the Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no Clients or the other holders of Common Stock have margin or other loans outstanding secured by Common Stock.

This is the Reporting Persons initial Schedule 13D, after transitioning from their Schedule 13G filing, as discussed above.

The Reporting Persons own 9.9% of the Company in the aggregate, based upon the Company’s aggregate outstanding shares as of October 28, 2022.  The Reporting Persons acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.

The Reporting Persons intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company’s management and board.  As it deems necessary, the Reporting Persons will assert its stockholder rights.

On November 10, 2022, the Reporting Persons filed an Interagency Notice of Change in Control with the Federal Reserve Bank of New York to obtain regulatory non-objection to increase its ownership up to 19.9% of the Common Stock.

The Reporting Persons may make purchases of shares of Common Stock in the future and may also dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act, and the regulations thereunder, the Reporting Persons have such a purpose.  Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,513,950, reported as the number of outstanding shares as of October 28, 2022, in the Company’s Quarterly Report on Form 10-Q filed on October 28, 2022.

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the Clients.

PL Capital Advisors made no transactions in the Common Stock on behalf of the Clients within the past 60 days.  Messrs. Palmer and Lashley did not have any transactions in the Common Stock within the past 60 days.

PL Capital Advisors is the investment manager on behalf of the Clients.  Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement.  PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients’ capital.  Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership.  For serving as the general partner of these partnerships, PL Capital Advisors’ affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2022