SEC Form SC 13D/A filed by Middlefield Banc Corp. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

EXPLANATORY NOTE

This Amendment No. 3 to the Schedule 13D amends the amended and restated Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021 (the “Restated Schedule 13D”).  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Restated Schedule 13D.

The Restated Schedule 13D relates to the shares of the (MBCN) Middlefield Banc Corp.  This amendment to the Restated Schedule 13D is being filed to update the cover page; supplement Item 4, Purpose of Transaction; supplement and update Item 5, Interest in Securities of the Issuer; and amend and restate Item 7, Material to be Filed as Exhibits.  The rest of the Restated Schedule 13D remains unchanged.

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 Item 4.  Purpose of Transaction.

Item 4 is hereby supplemented with the following disclosure:

On April 18, 2022, Ancora Catalyst Fund LP issued a press release attaching an open letter to the Company regarding the stockholder proposal that it submitted to the Company on November 9, 2021.  The press release and letter are attached hereto as Exhibit 99.3.

 Item 5.  Interest in Securities of the Issuer.

Item 7 is hereby supplemented and updated with the following disclosure:

The following list sets forth the aggregate number and percentage (based on 5,879,972 Shares of Common Stock outstanding on March 15, 2022) of outstanding shares of Common Stock owned beneficially by the Reporting Persons:

(1) Reflects shares beneficially owned, indirectly, by the owners and employees of Ancora.

(2) These Shares are owned by the Ancora Family of Mutual Funds and/or Investment Partnerships, including Merlin Partners and Ancora Catalyst Fund LP, and their related SPV series, for which Ancora Alternatives LLC is the General Partner.

(3) These Shares are owned by investment clients in Separately Managed Accounts “SMA” of Ancora Advisors, LLC and include, if applicable, Shares owned by investment clients of the other affiliated Ancora RIAs. The Ancora RIAs do not own these Shares directly, but by virtue of the investment management agreements between the Ancora RIAs and their investment clients, each Ancora RIA may be deemed to beneficially own Shares by reason of its power to vote and dispose of such Shares. Each applicable Ancora RIA disclaims beneficial ownership of such Shares.

 Item 4.  Purpose of Transaction.

Item 4 is hereby supplemented with the following disclosure:

Item 7.  Material to Be Filed as Exhibits. 

Item 7 is hereby amended and restated as follows:

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.