|
CUSIP No.
277196101
|
SCHEDULE 13D
|
|
This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on June 21, 2013 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the shares of common stock, par value $2.00 per share (“Common Stock”), of Eastern Virginia Bankshares, Inc., a Virginia corporation (the “Company”). The address of the principal executive office of the Company is 10900 Nuckols Road, Suite 325, Glen Allen, Virginia, 23060. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
Item 3.
Source and Amount of Funds or Other Consideration
The information in Items 4 and 6 is incorporated by reference.
On December 13, 2016, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Southern National Bancorp of Virginia, Inc. (“SONA”), as amended by Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), and as further amended by Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2”; the Original Merger Agreement, Amendment No. 1 and Amendment No. 2 shall be collectively referred to herein as the “Merger Agreement”). On June 23, 2017, pursuant to the Merger Agreement, the Company merged with and into SONA (the “Merger”), whereby SONA continued as the surviving corporation and the separate corporate existence of the Company ceased.
Prior to the Merger, Fund IV owned (1) 1,061,225 shares of common stock of the Company (“EVBS Common Stock”) and (2) 4,048,670 shares of non-voting mandatorily convertible non-cumulative preferred stock, Series B, of the Company (“EVBS Preferred Stock”). Pursuant to the Merger Agreement, upon the effectiveness of the Merger, each share of Fund IV’s EVBS Common Stock and EVBS Preferred Stock was canceled and converted into the right to receive 0.6313 shares of SONA Common Stock. Cash was paid in lieu of fractional shares. As a result, Fund IV has no continuing ownership interest in the Company.
The foregoing references to and descriptions of the Merger Agreement, and the transactions contemplated thereby, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Merger Agreement (including its amendments), attached hereto as Exhibits 2, 3 and 4 and incorporated herein by reference.
Item 4.
Purpose of Transaction
The information in Items 3 and 6 is incorporated by reference.
Following the Merger, the separate corporate existence of the Company has ceased. Accordingly, each of the Reporting Persons has no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
Item 5.
Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by replacing the text in paragraphs (a) and (b) of Item 5 of the Schedule 13D with the following:
(a) and (b)
|
|
|
|
|
|
|
|
|
|
|
Sole Power to
|
|
Shared Power to
|
|
|
|
|
Amount
|
|
|
|
Sole Power to
|
|
Shared Power
|
|
Dispose or to
|
|
Dispose or
|
|
|
|
|
Beneficially
|
|
Percent of
|
|
Vote or Direct
|
|
to Vote or
|
|
Direct the
|
|
Direct the
|
|
|
Reporting Person
|
|
Owned
|
|
Class (1)
|
|
the Vote
|
|
Direct the Vote
|
|
Disposition
|
|
Disposition
|
|
|
Castle Creek Capital Partners IV, LP
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Castle Creek Capital IV LLC
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
John M. Eggemeyer
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
J. Mikesell Thomas
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
Mark G. Merlo
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
|
John T. Pietrzak
|
|
0
|
|
0.0
|
%
|
0
|
|
0
|
|
0
|
|
0
|
|
(1)
As described in Item 3, the separate corporate existence of the Company has ceased.
(e)
As of June 23, 2017, the Reporting Persons ceased to be beneficial owners of more than five percent of the EVBS Common Stock.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Items 3 and 4 is incorporated herein by reference.
On December 13, 2016, the Company and SONA entered into the Merger Agreement. On
June 23, 2017, pursuant to the Merger Agreement, the Company merged with and into SONA, with SONA being the surviving corporation. Upon the effectiveness of the Merger, each of the 1,061,225 shares of EVBS Common Stock and 4,048,670 shares of EVBS Preferred Stock previously owned by Fund IV
8
