Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 11:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
Cortland
Bancorp
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
220587109
(CUSIP
Number)
December
31, 2021
(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 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. 220587109
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elizabeth
Park Capital Advisors, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ohio,
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
CUSIP
No. 220587109
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fred
Cummings
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
Item
1.
(a)
|
Name
of Issuer
Cortland
Bancorp
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices
194
West Main Street
Cortland
OH 44410
|
Item
2.
(a)
|
Name
of Person Filing
Elizabeth
Park Capital Advisors, Ltd.
Fred
Cummings
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence 29525 Chagrin Blvd., Suite 318
Pepper
Pike, Ohio 44122
|
|
|
(c)
|
Citizenship
Elizabeth Park Capital Advisors, Ltd. – Ohio, U.S.A.
Fred
Cummings – U.S.A.
|
|
|
(d)
|
Title
of Class of Securities
Common
Stock
|
|
|
(e)
|
CUSIP
Number
220587109
|
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:
N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
|
Amount
beneficially owned:
Elizabeth
Park Capital Advisors, Ltd. - 0*
Fred
Cummings - 0*
|
|
|
(b)
|
Percent
of class:
Elizabeth
Park Capital Advisors, Ltd. – 0.00%*
Fred
Cummings – 0.00%*
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. – 0
Fred
Cummings – 0
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Elizabeth
Park Capital Advisors, Ltd. - 0 *
Fred
Cummings - 0 *
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. – 0
Fred
Cummings – 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Elizabeth
Park Capital Advisors, Ltd. - 0 *
Fred
Cummings - 0 *
|
*
Note, on November 1, 2021, the business combination of Farmers National Banc Corp., FMNB Merger Subsidiary IV, LLC, and Cortland Bancorp
(“CLDB”) was consummated (the “Closing”). Accordingly, the Reporting Persons no longer beneficially own any interest
of CLDB, as it merged out of existence as a result of the business combination.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
N/A
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
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.
CUSIP
No. 220587109
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:
February 11, 2022
|
Elizabeth
Park Capital Advisors, Ltd.
|
|
|
|
By:
|
/s/
Fred Cummings
|
|
|
Fred
Cummings, Managing Member
|
|
|
|
|
Fred
Cummings
|
|
|
|
By:
|
/s/
Fred Cummings
|
|
|
Fred
Cummings, Individually
|
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