SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
|
Southern States Bancshares, Inc. |
|
(Name of Issuer) |
|
Common Stock, $5.00 par value per share |
| (Title of Class of Securities) |
|
843878307 |
(CUSIP Number)
|
James J. Lynch Patriot Financial Partners II, L.P. Four Radnor Corporate Center, Suite 210 100 Matsonford Road Radnor, PA 19087 (215) 399-4650 |
Copies to: Philip Ross Bevan, Esq. Kenneth B. Tabach, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, D.C. 20007 (202) 295-4500 |
(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)
|
February 18, 2022 |
|
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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. 843878307 |
13D/A |
Page 2 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners II, L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
198,589 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
198,589
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,589
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% |
|
|
14 |
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 3 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners Parallel II, L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
22,840 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
22,840
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,840
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% |
|
|
14 |
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 4 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Manager, L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
858 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
858
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
858
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
|
14 |
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 5 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Manager, LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
858 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
858
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
858
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
|
14 |
TYPE OF REPORTING PERSON
OO |
|
|
CUSIP No. 843878307 |
13D/A |
Page 6 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP II, L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 7 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP II, LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
OO |
|
|
CUSIP No. 843878307 |
13D/A |
Page 8 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Kirk Wycoff
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 9 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ira M. Lubert
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 10 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Lynch
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 11 of 13 Pages |
|
1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James F. Deutsch
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS
|
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|
8 |
SHARED VOTING POWER
222,287 |
|
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
|
10 |
SHARED DISPOSITIVE POWER
222,287
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,287
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
|
|
14 |
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP No. 843878307 |
13D/A |
Page 12 of 13 Pages |
Explanatory Note
This Amendment No. 1 (the “Amendment”) amends the statement on Schedule 13D originally filed by the Patriot Financial Group II on August 30, 2021 (the “Schedule 13D”). This Amendment is being filed to report the disposition of shares of common stock, $5.00 par value per share (the “Common Stock”), of the Issuer, which results in the Patriot Financial Group II ceasing to be the beneficial owner of five percent or more of the outstanding Common Stock of the Issuer. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
|
Item 5. |
Interest in Securities of the Issuer |
Item 5 is hereby amended as follows:
The information contained on the cover pages to this Amendment and the information set forth or incorporated in Items 2, 3, 4 and 6 of the Schedule 13D are incorporated herein by reference.
(a) and (b)
|
Entity |
Amount Beneficially Owned |
Percent of Class(2) |
Sole Power to Vote or Direct the Vote |
Shared Power to Vote or Direct the Vote |
Sole Power to Dispose or Direct the Disposition |
Shared Power to Dispose or Direct the Disposition |
||||||||||||||||||
|
Patriot Fund II, LP |
198,589 | 2.2 |
% |
0 | 198,589 | 0 | 198,589 | |||||||||||||||||
|
Patriot Parallel Fund II, LP |
22,840 | 0.3 |
% |
0 | 22,840 | 0 | 22,840 | |||||||||||||||||
|
Patriot II GP(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
Patriot Manager |
858 | 0.0 |
% |
0 | 858 | 0 | 858 | |||||||||||||||||
|
Patriot LLC |
858 | 0.0 |
% |
0 | 858 | 0 | 858 | |||||||||||||||||
|
Patriot II LLC(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
W. Kirk Wycoff(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
Ira M. Lubert(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
James J. Lynch(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
James F. Deutsch(1) |
222,287 | 2.5 |
% |
0 | 222,287 | 0 | 222,287 | |||||||||||||||||
|
(1) |
Each of Patriot II GP, Patriot II LLC, Mr. Wycoff, Mr. Lubert, Mr. Lynch and Mr. Deutsch disclaims beneficial ownership of the common stock owned by the Funds, except to the extent of its or his pecuniary interest therein. |
|
|
(2) |
This calculation is based on 9,012,857 shares of Common Stock outstanding as reported by the Issuer in its earnings release for the quarter and year ended December 31, 2021 furnished pursuant to a Form 8-K dated as of January 24, 2022. |
(c) On February 18, 2022, the Funds sold 600,000 shares of Common Stock for a purchase price of $21.00 per share or $12,600,000 in the aggregate to an unaffiliated third party. On such date, Patriot Fund II sold 537,000 shares of Common Stock for a purchase price of $21.00 per share or an aggregate of $11,277,000 and Patriot Parallel Fund II sold 63,000 shares of Common Stock for a purchase price of $21.00 per share or an aggregate of $1,323,000. Other than the foregoing, no member of the Patriot Financial Group II had any transaction in shares of the Common Stock in the past 60 days.
(d) Other than the Patriot Financial Group II, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer referred to in this Item 5.
(e) On February 18, 2022, the Patriot Financial Group II ceased to be the beneficial owner of five percent or more of the shares of Common Stock. This Amendment represents a final amendment to the Schedule 13D and constitutes an exit filing for the Patriot Financial Group II.
|
CUSIP No. 843878307 |
13D/A |
Page 13 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 18, 2022
|
PATRIOT FINANCIAL PARTNERS II, L.P. |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P. |
||
|
PATRIOT FINANCIAL PARTNERS PARALLEL II, L.P. |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners Parallel II, L.P. |
||
|
PATRIOT FINANCIAL PARTNERS GP II, L.P. |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC., the general partner of Patriot Financial Partners GP II, L.P. |
||
|
PATRIOT FINANCIAL MANAGER, L.P. |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member of Patriot Financial Manager, LLC, the general partner of Patriot Financial Manager, L.P. |
||
|
PATRIOT FINANCIAL MANAGER, LLC |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, member |
||
|
PATRIOT FINANCIAL PARTNERS GP II, LLC |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff, a member |
||
|
By: |
/s/ Ira M. Lubert |
|
|
Ira M. Lubert |
||
|
By: |
/s/ James J. Lynch |
|
|
James J. Lynch |
||
|
By: |
/s/ James F. Deutsch |
|
|
James F. Deutsch |
||
|
By: |
/s/ W. Kirk Wycoff |
|
|
W. Kirk Wycoff |
||