SEC Form SC 13D filed by VersaBank

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. ____)

(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(1) This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, (“Common Stock”) of VersaBank (the “Issuer” or the “Company”).

This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Patriot Financial Group.” The Joint Filing Agreement of the members of the Patriot Financial Group is filed as Exhibit 1 to this Schedule 13D.

(a)-(c) The following are members of the Patriot Financial Group:

Patriot Fund IV is a private equity fund focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot IV GP is to serve as the general partner of and to manage Patriot Fund IV. The principal business of Patriot IV LLC is to serve as the general partner of and to manage Patriot IV GP.

The principal employment of Messrs. Wycoff, Lynch and Deutsch is investment management with Patriot Fund IV, Patriot IV GP, and Patriot IV LLC.

The business address of each member of the Patriot Financial Group is c/o Patriot Financial Partners IV, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.

(d)      During the last five years, no member of the Patriot Financial Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)      During the last five years, no member of the Patriot Financial Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Each natural person who is a member of the Patriot Financial Group is a citizen of the United States.

Patriot Fund IV used working capital for the purchase of shares of the Issuer (the “Purchased Shares”).

The Purchased Shares were acquired for investment purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group IV has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Subject to the limitations imposed by applicable federal and state securities laws, Patriot Financial Group IV may dispose of the Purchased Shares from time to time, subject to market conditions and other investment considerations, and may cause the Purchased Shares to be distributed in kind to investors. To the extent permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group IV may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock and securities exercisable for or convertible into Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group IV and/or investment considerations.

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference. 

(a) and (b)

(1)       Each of Patriot Fund IV GP, Patriot IV LLC, Mr. Wycoff, Mr. Lynch and Mr. Deutsch disclaims beneficial ownership of the Common Stock owned by Patriot Fund IV, except to the extent of its or his pecuniary interest therein.

(2)       This calculation is based on 27,441,082 shares of voting Common Stock of the Company outstanding, as reported in the Company’s Current Report on Form 40-F filed on January 28, 2022.

(c) No members of the Patriot Financial Group IV had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except as described in Item 6 below.

(d) Other than the Patriot Financial Group IV, 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) N/A.

The information set forth in Items 3 and 4 is incorporated herein by reference.

SIGNATURE

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

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: August 30, 2022