Amended Statement of Beneficial Ownership (sc 13d/a)
03 Mayo 2016 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)
Cordia
Bancorp Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
218513
10 9
(CUSIP Number)
Jack
C. Zoeller
2810 31st Street
Washington, DC 20008
(202) 251-1000
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
March 1, 2016
(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 Rule 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. 218513 10 9
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13D
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Page 2 of 4
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1
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NAMES OF REPORTING PERSONS:
Jack C. Zoeller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INTRUCTIONS)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
472,227
(1)
|
8
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SHARED VOTING POWER
0
|
9
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SOLE DISPOSITIVE POWER
472,227
(1)
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10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,227 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.69% (2)
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14
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TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
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(1)
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The amount includes 39,478 shares underlying stock options
which are exercisable within 60 days.
|
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(2)
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Based on a total of 5,397,768 shares of voting Common
Stock outstanding as of April 5, 2016 and assumes that (i) 184,000 additional shares have been issued in connection with the vesting
of founder shares held by Mr. Zoeller and (ii) options to purchase 39,478 shares have been exercised.
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EXPLANATORY NOTE
This Amendment No.
1 (this “Amendment”) amends Items 4 and 5 of the Schedule 13D filed on August 4, 2015 (the “Original Schedule
13D” and together with Amendment No. 1, the “Schedule 13D”), by the Reporting Person with respect to the common
stock of Cordia Bancorp Inc. (the “Company”). Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Original Schedule 13D. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended
as follows:
On March 1, 2016, Bank
of Virginia (“Bank”), the wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Mr.
Zoeller, the former President and Chief Executive Officer of the Bank, pursuant to which the Bank transferred certain marketing
agreements, internet domains, and intellectual property relating to its student loan origination platform, called CordiaGrad, to
a newly formed subsidiary, which it then sold to Mr. Zoeller in exchange for nominal consideration and Mr. Zoeller’s agreement
to relinquish his rights under his employment agreement with the Company. In connection with the closing of the transaction, the
Company took all action necessary to vest all unvested restricted stock, performance shares and stock options held by Mr. Zoeller.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) and (b) is
hereby amended and restated as follows:
(a) and (b)
Mr. Zoeller may be
deemed the beneficial owner of 472,227 shares of Common Stock and Mr. Zoeller has sole voting and dispositive power over all of
the 472,227 shares of Common Stock. Such shares represent beneficial ownership of 8.69% of the Common Stock, based on 5,397,768
shares of Common Stock issued and outstanding as of April 5, 2016, and assuming that (i) 184,000 additional shares have been issued
in connection with the vesting of founder shares held by Mr. Zoeller and (ii) options to purchase 39,478 shares have been exercised.
SIGNATURE
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: April 28, 2016
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/s/ Jack C. Zoeller
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Jack C. Zoeller
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