Amended Statement of Ownership (sc 13g/a)
February 11 2016 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
First Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
318910106
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x 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).
|
CUSIP No.
318910106
|
13G |
Page
2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Capital Management, L.L.C.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,068,895
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,068,895
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,895
|
| 10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
| 12 |
TYPE OF REPORTING PERSON*
IA
|
|
CUSIP No. 318910106
|
13G |
Page
3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Lindenbaum
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,068,895
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,068,895
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,895
|
| 10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
| 12 |
TYPE OF REPORTING PERSON*
IN/HC
|
|
CUSIP No. 318910106
|
13G |
Page
4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bennett Lindenbaum
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,068,895
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,068,895
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,895
|
| 10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
| 12 |
TYPE OF REPORTING PERSON*
IN/HC
|
| Item 1(a) |
Name of Issuer: |
| |
|
| |
First Bancorp |
| |
|
| Item 1(b) |
Address of Issuer's Principal Executive Offices: |
| |
|
| |
341 North Main St |
| |
Troy, NC 27371 |
| |
Southern Pines, NC 28387 |
| |
|
| Item 2(a) |
Name of Person Filing: |
| |
|
| |
The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. |
| |
|
| Item 2(b) |
Address or Principal Business Office: |
| |
|
| |
c/o Basswood Capital Management, L.L.C. |
| |
645 Madison Avenue, 10th Floor |
| |
New York, NY 10022 |
| |
|
| Item 2(c) |
Citizenship: |
| |
|
| |
The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. |
| |
|
| Item 2(d) |
Title of Class of Securities: |
| |
|
| |
Common Stock, no par value |
| |
|
| Item 2(e) |
CUSIP Number: |
| |
|
| |
318910106 |
| |
|
| Item 3 |
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): |
| |
|
| |
The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. |
| |
|
| Item 4 |
Ownership: |
| |
|
| |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. |
| Item 5 |
Ownership of Five Percent or Less of a Class: |
| |
|
| |
Not Applicable |
| |
|
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
| |
|
| |
Not Applicable |
| |
|
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| |
|
| |
Not Applicable |
| |
|
| Item 8 |
Identification and Classification of Members of the Group: |
| |
|
| |
Not Applicable |
| |
|
| Item 9 |
Notice of Dissolution of Group: |
| |
|
| |
Not Applicable |
| |
|
| Item 10 |
Certification: |
By signing below the signatory certifies
that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and 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.
[Remainder of page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 10, 2016
| |
Basswood Capital Management, L.L.C. |
| |
|
|
| |
By: |
/s/ Matthew Lindenbaum |
| |
|
Name: |
Matthew Lindenbaum |
| |
|
Title: |
Managing Member |
| |
|
| |
/s/ Matthew Lindenbaum |
| |
Matthew Lindenbaum, an individual |
| |
|
| |
/s/ Bennett Lindenbaum |
| |
Bennett Lindenbaum, an individual |
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