UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 40)*
Republic First Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
760416107
(CUSIP Number)
George E. Norcross, III
218 Royal Palm Way, Suite 200
Palm Beach, Florida 33480
(561) 500-4600
With a Copy to:
H. Rodgin Cohen
Mitchell S. Eitel
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
(Name, address and telephone number of person authorized to receive notices and communications)
September 26, 2023
(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).
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
George E. Norcross, III | |||||
| 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)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
746,122 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
746,122 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
746,122 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
1.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 6,984,343 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.95% of the outstanding shares of Common Stock. See Item 5 of this Schedule 13D. |
| (2) | For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of August 3, 2023 is 70,183,407, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on August 7, 2023. |
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Philip A. Norcross | |||||
| 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)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
497,000 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
497,000 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
497,000(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
0.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Gregory B. Braca | |||||
| 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)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
511,659 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
511,659 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
511,659(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
0.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Alessandra T. Norcross | |||||
| 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)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
2,614,781 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
2,614,781 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,614,781(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
3.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D |
| 1 |
Names of Reporting Persons
Alexander S. Norcross | |||||
| 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)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
2,614,781 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
2,614,781 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,614,781(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
3.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
This Amendment No. 40 (“Amendment No. 40”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 40 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:
On September 26, 2023, George E. Norcross, III, Philip A. Norcross and Gregory B. Braca signed a non-binding letter of intent (the “Letter of Intent”) with the Issuer, which is filed herewith as Exhibit 7(p) and is incorporated herein by reference in its entirety. On September 27, 2023, the Reporting Persons and the Issuer issued a joint press release announcing the signing of the Letter of Intent, which is filed herewith as Exhibit 7(q).
The Reporting Persons give no assurance that any transaction will be entered into, or as to the timing of any such transaction or steps toward a transaction. The Reporting Persons cannot predict how the Letter of Intent, or any definitive agreement with respect thereto, may be supplemented or revised or what further actions would be taken by the Reporting Persons. Each Reporting Person reserves the right to take actions, including those that relate to or could result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D, other than as described in this Item 4.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:
| Exhibit Number |
Description | |
| 7(p) | Letter of Intent, dated September 26, 2023 | |
| 7(q) | Press Release, dated September 27, 2023 | |
SIGNATURES
After due 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.
Dated: September 27, 2023
| George E. Norcross, III | ||
| By: | /s/ George E. Norcross, III | |
| Phillip A. Norcross | ||
| By: | /s/ Philip A. Norcross | |
| Gregory B. Braca | ||
| By: | /s/ Gregory B. Braca | |
| Alessandra T. Norcross | ||
| By: | /s/ Alessandra T. Norcross | |
| Alexander S. Norcross | ||
| By: | /s/ Alexander S. Norcross | |