UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Byline Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
124411 109
(CUSIP Number)
December 29, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the 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).
Continued on following pages
Page 1 of 7 Pages
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CUSIP NO. 124411 109
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Eugenio Santiago Clariond Reyes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Mexico.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,038,691
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,038,691
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,038,691
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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Not applicable.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.44%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (**) |
Calculated based on 37,477,753 Shares outstanding as of November 2, 2022, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022.
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CUSIP NO. 124411 109
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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ECR Holdings LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,038,691
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,038,691
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,038,691
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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Not applicable.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.44%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (**) |
Calculated based on 37,477,753 Shares outstanding as of November 2, 2022, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022.
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CUSIP NO. 124411 109
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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ECR Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,038,691
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,038,691
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,038,691
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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Not applicable.
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.44%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (**) |
Calculated based on 37,477,753 Shares outstanding as of November 2, 2022, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022.
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CUSIP NO. 124411 109
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Page 5 of 7 Pages
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| Item 1(a). |
Name of Issuer:
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Byline Bancorp, Inc. (the “Issuer”).
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices:
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180 North LaSalle Street, Suite 300, Chicago, Illinois 60601.
| Item 2(a). |
Name of Person Filing:
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This Schedule 13G is being filed jointly by ECR Holdings LP, an Ontario limited partnership (“ECR Ontario”), ECR Holding LLC, a Delaware limited liability company (“ECR
Delaware”), and Eugenio Santiago Clariond Reyes (each a “Reporting Person” and, collectively, the “Reporting Persons”).
ECR Delaware is the general partner of ECR Ontario, which directly owns the shares of Common Stock of the Issuer reported herein following the contribution (as discussed in Item 4 below), and may be deemed to
beneficially own the shares of Common Stock of the Issuer reported herein. Mr. Clariond Reyes is the sole shareholder of ECR Ontario and ECR Delaware and may be deemed to beneficially own the shares of Common Stock of the Issuer reported herein.
None of the foregoing should be construed in and of itself as an admission by any of the Reporting Persons as to beneficial ownership of such shares of the Common Stock reported herein.
The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit A to this Schedule 13G.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of ECR Ontario is 84 Castlebury Crescent, 3, Toronto, Ontario, Canada, M2H 1W8. The address of the principal business office of ECR Delaware is 3411 Silverside Road, Tatnall
Building #104, Wilmington, Delaware 19810. The address of Eugenio Santiago Clariond Reyes is Vasconcelos 220 OTE., Col. Residencial San Agustin, San Pedro Garza Garcia, Nuevo Leon, Mexico, C.P. 66260.
| Item 2(c). |
Citizenship:
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The place of organization of ECR Ontario is Ontario, Canada and of ECR Delaware is Delaware. The citizenship of Eugenio Santiago Clariond Reyes is Mexican.
| Item 2(d). |
Title of Class of Securities:
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Common Stock, par value $0.01 per share (“Common Stock”)
| Item 2(e). |
CUSIP Number:
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124411 109
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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CUSIP NO. 124411 109
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Page 6 of 7 Pages
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(a)
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☐
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A broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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A bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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An insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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An investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).;
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); and
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(k)
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☐
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A group, in accordance with §240.13d–1(b)(1)(ii)(K). If a member of the group is filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J),
please specify the type of institution:
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| Item 4. |
Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Explanatory Note:
On February 14, 2018, ECR Holding, S.A. de C.V. (“ECR Mexico”), an entity organized under the laws of Mexico, filed Schedule 13G as the holder of record of the shares of the Common Stock following the Issuer’s initial public offering. On
June 1, 2022, ECR Ontario was formed with ECR Mexico as its sole limited partner and ECR Delaware, a subsidiary of ECR Mexico, as the general partner of ECR Ontario. On December 29, 2022, ECR Mexico contributed the Common Stock to ECR Ontario and,
on December 30, 2022, ECR Mexico transferred its interests in ECR Ontario and ECR Delaware to Eugenio Santiago Clariond Reyes (together, the “contribution”).
As a result, following the contribution, ECR Ontario is the holder of record of the shares of the Common Stock. As discussed in Item 1, in addition to ECR Ontario and ECR Delaware, Mr. Clariond Reyes, as the sole shareholder of ECR Ontario and
ECR Delaware, may be deemed to beneficially own the shares of Common Stock of the Issuer reported herein.
| Item 4(a). |
Amount Beneficially Owned:
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See the responses to Item 9 on each of the attached cover pages and the explanatory note above.
| Item 4(b). |
Percent of Class:
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See the responses to Item 11 on each of the attached cover pages and the explanatory note above.
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CUSIP NO. 124411 109
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Page 7 of 7 Pages
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| Item 4(c). |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: See the responses to Item 5 on each of the attached cover pages and the explanatory note above.
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| (ii) |
Shared power to vote or direct the vote: See the responses to Item 6 on each of the attached cover pages and the explanatory note above.
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| (iii) |
Sole power to dispose or to direct the disposition of: See the responses to Item 7 on each of the attached cover pages and the explanatory note above.
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| (iv) |
Shared power to dispose or to direct the disposition of: See the responses to Item 8 on each of the attached cover pages and the explanatory note above.
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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This Item 7 is not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group
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This Item 9 is not applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP NO. 124411 109
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SIGNATURES
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.
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Date: January 5, 2023
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ECR Holdings LP
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By: JTC Corporate Services (USA) LLC, as the Manager of ECR Holding
LLC, the General Partner of ECR Holdings LP
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By:
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/s/ William Blewett
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Name:
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William Blewett
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Title:
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Authorized Signer
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By:
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/s/ Maria Belen Garcia Mirri
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Name:
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Maria Belen Garcia Mirri
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Title:
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Authorized Signer
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Date: January 5, 2023
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ECR Holding LLC
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By: JTC Corporate Services (USA) LLC, as the Manager of ECR Holding LLC
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By:
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/s/ William Blewett
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Name:
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William Blewett
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Title:
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Authorized Signer
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By:
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/s/ Maria Belen Garcia Mirri
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Name:
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Maria Belen Garcia Mirri
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Title:
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Authorized Signer
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Date: January 5, 2023
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Eugenio Santiago Clariond Reyes
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Signature:
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/s/ Eugenio Santiago Clariond Reyes
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Name:
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Eugenio Santiago Clariond Reyes
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the
joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Byline Bancorp, Inc., and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the
information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this fifth day of January, 2023.
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ECR Holdings LP
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By: JTC Corporate Services (USA) LLC, as the Manager of ECR Holding
LLC, the General Partner of ECR Holdings LP
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By:
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/s/ William Blewett
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Name:
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William Blewett
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Title:
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Authorized Signer
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By:
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/s/ Maria Belen Garcia Mirri
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Name:
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Maria Belen Garcia Mirri
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Title:
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Authorized Signer
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ECR Holding LLC
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By: JTC Corporate Services (USA) LLC, as the Manager of ECR Holding LLC
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By:
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/s/ William Blewett
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Name:
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William Blewett
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Title:
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Authorized Signer
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By:
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/s/ Maria Belen Garcia Mirri
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Name:
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Maria Belen Garcia Mirri
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Title:
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Authorized Signer
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Eugenio Santiago Clariond Reyes
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Signature:
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/s/ Eugenio Santiago Clariond Reyes | ||
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Name:
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Eugenio Santiago Clariond Reyes
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