- Amended Statement of Beneficial Ownership (SC 13D/A)
December 03 2012 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
|
ECB BANCORP, INC.
|
|
(Name of Issuer)
|
|
Common Stock, $3.50 Par Value
|
|
|
|
(Title of Class of Securities)
|
|
268253 10 1
|
|
|
|
(CUSIP Number)
|
|
|
|
Gregory C. Gibbs
c/o Gibbs Store, LLC
35095 US Hwy 264
Engelhard, NC 27824
(252) 925-4511
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
|
|
November 28, 2012
|
|
(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.
o
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. 268253101
|
1
|
NAME OF REPORTING PERSON
|
|
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
|
|
|
Estate of Anna Mae H. Gibbs
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
|
|
|
(b)
o
|
|
|
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS
|
o
|
|
|
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
7
|
SOLE VOTING POWER
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
with
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
352,382 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
352,382 shares
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
352,382 shares
|
|
|
|
|
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
o
|
|
|
CERTAIN SHARES
|
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
12.1%
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 268253101
|
1
|
NAME OF REPORTING PERSON
|
|
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
|
|
|
Gregory C. Gibbs
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
|
|
|
(b)
o
|
|
|
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS
|
o
|
|
|
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
7
|
SOLE VOTING POWER
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
with
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
352,632 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
352,632 shares
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
352,632 shares
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
o
|
|
|
CERTAIN SHARES
|
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
12.1%
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 268253101
|
1
|
NAME OF REPORTING PERSON
|
|
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
|
|
|
Regina Ann Gibbs
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
|
|
|
(b)
o
|
|
|
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS
|
o
|
|
|
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
7
|
SOLE VOTING POWER
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
with
|
|
1,114 shares
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
352,382 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,114 shares
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
352,382 shares
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
353,496 shares
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
o
|
|
|
CERTAIN SHARES
|
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
12.2%
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 268253101
|
1
|
NAME OF REPORTING PERSON
|
|
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
|
|
|
|
|
|
|
Charles G. Gibbs, Jr.
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
|
|
|
(b)
o
|
|
|
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS
|
o
|
|
|
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
7
|
SOLE VOTING POWER
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
with
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
352,948 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
-0- shares
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
352,948 shares
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
352,948 shares
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
o
|
|
|
CERTAIN SHARES
|
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
12.2%
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY NOTE
The Reporting Persons are filing this Amendment
No. 2 on Schedule 13D (this “
Amendment No. 2
”) to amend and supplement the Schedule 13D filed on January 20,
2006 (as amended by Amendment No. 1 filed on June 8, 2012, which together with this Amendment No. 2 are referred to herein as the
“
13D Filing
”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed
to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment No. 2, the 13D Filing remains
in full force and effect.
This Schedule 13D/A is a joint filing pursuant to Rule 13d-1(k)(1)
on behalf of each of the Reporting Persons.
Item 4. Purpose of Transaction
Item 4 of the Reporting Persons’ 13D
Filing is amended and supplemented by adding the following paragraph to the end of Item 4:
“On or about November 28, 2012, the
Reporting Persons experienced a material decrease in the percentage of the Issuer’s common stock beneficially owned as a
result of (i) an increase in the Issuer’s issued and outstanding shares of its common stock as reported by the Issuer in
its quarterly report on Form 10-Q filed on November 13, 2012 and (ii) sales of the Issuer’s common stock by the Estate occurring
over the time period of November 16, 2012 through November 28, 2012. Subject to market conditions, price levels of the Issuer’s
common stock, and other factors, the Estate intends to continue to sell additional shares of its holdings of the Issuer’s
common stock to generate funds for Estate purposes and to otherwise diversify its holdings.”
Item 5. Interest in Securities of the Issuer
Item 5(a),(b), (c), and (d) of the Reporting
Persons’ 13D Filing are amended and restated in their entirety as follows:
“
(a)
The aggregate numbers of shares beneficially
owned by each Reporting Person, and the percentages of the Issuer’s outstanding common stock represented by those shares,
are as follows:
|
|
|
|
|
|
|
|
Reporting Person
|
|
Number of Shares
Beneficially Owned
(1)
|
|
Percentage of Total
Outstanding Shares
(2)
|
|
|
|
|
|
|
|
|
Estate of Anna Mae H. Gibbs
|
|
352,382
|
|
12.13
|
%
|
|
Gregory C. Gibbs
|
|
352,632
|
|
12.14
|
%
|
|
Regina Ann Gibbs
|
|
353,496
|
|
12.17
|
%
|
|
Charles G. Gibbs, Jr.
|
|
352,948
|
|
12.15
|
%
|
|
|
(1)
|
The number of shares listed for each of the four Reporting Persons includes 352,382 shares held by the Estate of Anna Mae H.
Gibbs. Those shares are listed as beneficially owned by each of the three individual Reporting Persons as a result of their role
of Co-Executors of the Estate.
|
|
|
(2)
|
Based on 2,904,841shares of the Issuer’s common stock issued and outstanding as of November 13, 2012, as reported in
the Issuer’s report on Form 10-Q filed with the SEC on November 13, 2012.
|
(b)
With respect to the aggregate numbers of shares listed
in the table above, the number of shares as to which each Reporting Person has sole or shared voting and/or dispositive power are
as follows:
|
|
|
Power to Vote or
Direct the Voting
|
|
Power to Dispose of
or Direct the Disposition
|
|
|
Reporting Person
|
|
Sole
|
|
Shared
|
|
Sole
|
|
Shared
|
|
|
Estate of Anna Mae H. Gibbs
|
|
-0-
|
|
352,382
|
(1)
|
-0-
|
|
352,382
|
(1)
|
|
Gregory C. Gibbs
|
|
-0-
|
|
352,632
|
(2)
|
-0-
|
|
352,632
|
(2)
|
|
Regina Ann Gibbs
|
|
1,114
|
|
352,382
|
(3)
|
1,114
|
|
352,382
|
(3)
|
|
Charles G. Gibbs, Jr.
|
|
-0-
|
|
352,948
|
(4)
|
-0-
|
|
352,948
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Voting and dispositive rights as to all shares are shared by the three Co-Executors of the Estate.
|
|
|
(2)
|
Includes the 352,382 shares owned by the Estate with respect to which the individuals share voting and disposition power as
Co-Executors of the Estate, 100 shares held jointly with his spouse, and 150 shares owned by his spouse.
|
|
|
(3)
|
Represents the 352,382 shares
owned by the Estate with respect to which the individuals share voting and disposition power as Co-Executors of the Estate.
|
|
|
(4)
|
Includes the 352,382 shares owned by the Estate for which he is Co-Executor, 536 shares held as joint tenants with right of
survivorship with his spouse, and 30 shares owned by his spouse.
|
(c)
During the past 60 days, the sales set forth below
in this Item 5(c) were effected by the identified Reporting Person. Gregory C. Gibbs, Regina Ann Gibbs, and Charles G. Gibbs, Jr.
have not individually effected any sales of the Issuer’s common stock in the last 60 days. No purchases of the Issuer’s
common stock have been made by any of the Reporting Persons in the last 60 days.
|
Seller
(Reporting Person)
|
|
Date of Sale
|
|
Quantity of Shares Sold
|
|
Price Per Share
|
|
|
|
|
|
|
|
|
|
Estate of Anna Mae H. Gibbs
|
|
11/16/2012
|
|
1,300
|
|
$14.25
|
|
Estate of Anna Mae H. Gibbs
|
|
11/19/2012
|
|
3,000
|
|
$14.27
|
|
Estate of Anna Mae H. Gibbs
|
|
11/20/2012
|
|
1,507
|
|
$14.28
|
|
Estate of Anna Mae H. Gibbs
|
|
11/21/2012
|
|
1,000
|
|
$14.32
|
|
Estate of Anna Mae H. Gibbs
|
|
11/21/2012
|
|
3,200
|
|
$14.49
|
|
Estate of Anna Mae H. Gibbs
|
|
11/21/2012
|
|
2,000
|
|
$14.34
|
|
Estate of Anna Mae H. Gibbs
|
|
11/21/2012
|
|
250
|
|
$14.45
|
|
Estate of Anna Mae H. Gibbs
|
|
11/23/2012
|
|
539
|
|
$14.67
|
|
Estate of Anna Mae H. Gibbs
|
|
11/26/2012
|
|
1,500
|
|
$14.20
|
|
Estate of Anna Mae H. Gibbs
|
|
11/26/2012
|
|
1,900
|
|
$14.16
|
|
Estate of Anna Mae H. Gibbs
|
|
11/26/2012
|
|
500
|
|
$14.22
|
|
Estate of Anna Mae H. Gibbs
|
|
11/27/2012
|
|
1,000
|
|
$14.21
|
|
Estate of Anna Mae H. Gibbs
|
|
11/27/2012
|
|
1,200
|
|
$14.20
|
|
Estate of Anna Mae H. Gibbs
|
|
11/27/2012
|
|
3,000
|
|
$14.12
|
|
Estate of Anna Mae H. Gibbs
|
|
11/28/2012
|
|
1,800
|
|
$14.10
|
|
Estate of Anna Mae H. Gibbs
|
|
11/28/2012
|
|
1,000
|
|
$14.15
|
|
Estate of Anna Mae H. Gibbs
|
|
11/29/2012
|
|
300
|
|
$14.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Issuer’s common stock is traded on the NYSE Amex and
the above transactions were effected through open market trades.
(d)
Except as otherwise set forth above in this 13D Filing,
no other persons are known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the shares beneficially owned by any of the Reporting Persons.
Item 7. Material to Be Filed as Exhibits
Item 7 of the 13D Filing is hereby amended
and supplemented by inserting the following:
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
4
|
|
Joint Filing Statement of Reporting Persons pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 2 of the Reporting Persons’ Amendment No. 1 to Schedule 13D filed with the SEC on June 8, 2012)
|
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.
Dated: November 30, 2012
|
|
Estate of Anna
Mae H. Gibbs
|
|
|
|
|
|
By:
|
/s/ Gregory C. Gibbs
|
|
|
|
Name: Gregory C. Gibbs
Title: Co-Executor
|
|
|
/s/ Gregory C. Gibbs
|
|
|
Gregory C. Gibbs
|
|
|
|
|
|
|
|
|
/s/ Regina Ann Gibbs
|
|
|
Regina Ann Gibbs
|
|
|
|
|
|
|
|
|
/s/ Charles G. Gibbs, Jr.
|
|
|
Charles G. Gibbs, Jr.
|
|
|
|
|
Ecb Bancorp (AMEX:ECBE)
Historical Stock Chart
From Apr 2024 to May 2024
Ecb Bancorp (AMEX:ECBE)
Historical Stock Chart
From May 2023 to May 2024
