SEC Form SC 13D/A filed by Metropolitan Bank Holding Corp. (Amendment)

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. 2)

(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 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

(1) This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on August 18, 2023, as amended pursuant to that Amendment No. 1 to Schedule 13D filed on September 12, 2023 (collectively, the “Schedule 13D”) relating to the Common Stock, of Metropolitan Bank Holding Corp. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

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

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

Patriot Fund III 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 III GP is to serve as the general partner of and to manage Patriot Fund III. The principal business of Patriot III LLC is to serve as the general partner of and to manage Patriot III GP. The principal employment of Messrs. Wycoff and Deutsch is investment management with Patriot Fund III, Patriot III GP and Patriot III LLC.

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

(d)       During the last five years, no member of the Patriot Financial Group III 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 III 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 III is a citizen of the United States.

Patriot Fund III used working capital to purchase additional shares of Common Stock from time to time.

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 III 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 III 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 III 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, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group III and/or investment considerations.

The information contained on the cover pages to this Amendment 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 III GP, Patriot III LLC, Mr. Wycoff and Mr. Deutsch disclaims beneficial ownership of the Common Stock owned by Patriot Fund III, except to the extent of its or his pecuniary interest therein.

(2)       This calculation is based on 10,991,074 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 4, 2023.

(c) No members of the Patriot Financial Group III had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except that Patriot Fund III purchased shares of the Common Stock as described below.

(d) Other than the Patriot Financial Group III, 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.