Form SC 13G - Statement of Beneficial Ownership by Certain Investors
05 Noviembre 2024 - 3:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. __)*
Chain
Bridge Bancorp, Inc. |
(Name of
Issuer) |
|
Class A
common stock, par value $0.01 per share (the “Shares”) |
(Title
of Class of Securities) |
|
15746L100 |
(CUSIP
Number) |
|
October 29,
2024 |
(Date of
Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ |
Rule 13d-1(b) |
x |
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 the disclosures provided in a prior cover page.
The information required in 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. 15746L100 |
13G |
Page 2
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel Advisors LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
85,000 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%1 |
12. |
TYPE OF REPORTING PERSON
IA; OO; HC |
|
|
|
|
1
The percentages reported in this Schedule 13G are based upon 1,850,000 Shares outstanding as of October 7, 2024 (according
to the issuer’s prospectus as filed with the Securities and Exchange Commission on October 7, 2024). Except as described in the
preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market
on November 5, 2024.
CUSIP
No. 15746L100 |
13G |
Page 3
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel Advisors Holdings LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
85,000 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% |
12. |
TYPE OF REPORTING PERSON
PN; HC |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 4
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel GP LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
85,000 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% |
12. |
TYPE OF REPORTING PERSON
OO; HC |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 5
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel Securities LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
9,882 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% |
12. |
TYPE OF REPORTING PERSON
BD; OO |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 6
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel Securities Group LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
9,882 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% |
12. |
TYPE OF REPORTING PERSON
PN; HC |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 7
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Citadel Securities GP LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
9,882 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% |
12. |
TYPE OF REPORTING PERSON
OO; HC |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 8
of 13 Pages |
1. |
NAME OF REPORTING PERSONS
Kenneth Griffin |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
94,882 Shares |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
See Row 6 above |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
12. |
TYPE OF REPORTING PERSON
IN; HC |
|
|
|
|
CUSIP
No. 15746L100 |
13G |
Page 9
of 13 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
Chain Bridge Bancorp, Inc. |
|
|
Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
|
|
|
1445-A Laughlin Avenue, McLean,
VA 22101 |
|
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Item 2(a). |
Name of Person Filing: |
|
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|
This Schedule 13G is being
jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel
GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”),
Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel
Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to the Shares of the above-named issuer owned by Citadel
Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Such owned
Shares may include other instruments exercisable for or convertible into Shares. |
|
|
|
Citadel Advisors is the portfolio
manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4
is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is
the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. |
|
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|
The filing of this statement
shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the
statement other than the securities actually owned by such person (if any). |
|
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Item 2(b). |
Address or Principal Business
Office or, if none, Residence: |
|
|
|
The address of each of the
Reporting Persons is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131. |
|
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Item 2(c). |
Citizenship: |
|
|
|
Each of Citadel Advisors, CGP,
Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each
of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a
U.S. citizen. |
|
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Item 2(d). |
Title of Class of Securities: |
|
|
|
Class A common stock,
par value $0.01 per share |
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Item 2(e). |
CUSIP Number: |
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|
15746L100 |
CUSIP
No. 15746L100 |
13G |
Page 10
of 13 Pages |
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: |
|
|
|
(a) |
¨ |
Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o); |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c); |
|
(c) |
¨ |
Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c); |
|
(d) |
¨ |
Investment company registered under Section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
¨ |
An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
An employee benefit plan or endowment fund
in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) |
¨ |
A parent holding company or control person
in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
¨ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
¨ |
A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
|
(j) |
¨ |
A non-U.S. institution in accordance with
§ 240.13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
|
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If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________. |
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Item 4. |
Ownership: |
|
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|
|
|
|
A. |
Citadel Advisors LLC, Citadel Advisors
Holdings LP and Citadel GP LLC |
|
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(a) |
Each of Citadel Advisors LLC, Citadel Advisors
Holdings LP and Citadel GP LLC may be deemed to beneficially own 85,000 Shares. |
|
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(b) |
The number of Shares that each of Citadel
Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 4.6% of the Shares outstanding. |
|
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(c) |
Number of Shares as to which such person
has: |
|
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|
|
|
|
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|
(i) |
sole power to vote or to direct the vote: 0 |
|
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(ii) |
shared power to vote or to direct the vote: 85,000 |
|
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(iii) |
sole power to dispose or to direct the disposition
of: 0 |
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(iv) |
shared power to dispose or to direct the disposition
of: 85,000 |
CUSIP
No. 15746L100 |
13G |
Page 11
of 13 Pages |
|
B. |
Citadel Securities LLC |
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(a) |
Citadel Securities LLC may be deemed to
beneficially own 9,882 Shares. |
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(b) |
The number of Shares that Citadel Securities
LLC may be deemed to beneficially own constitutes 0.5% of the Shares outstanding. |
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(c) |
Number of Shares as to which such person
has: |
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|
(i) |
sole power to vote or to direct the vote: 0 |
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(ii) |
shared power to vote or to direct the vote: 9,882 |
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(iii) |
sole power to dispose or to direct the disposition
of: 0 |
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(iv) |
shared power to dispose or to direct the disposition
of: 9,882 |
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C. |
Citadel Securities Group LP and Citadel
Securities GP LLC |
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(a) |
Each of Citadel Securities Group LP and
Citadel Securities GP LLC may be deemed to beneficially own 9,882 Shares. |
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(b) |
The number of Shares that each of Citadel
Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 0.5% of the Shares outstanding. |
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(c) |
Number of Shares as to which such person
has: |
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|
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|
(i) |
sole power to vote or to direct the vote: 0 |
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(ii) |
shared power to vote or to direct the vote: 9,882 |
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(iii) |
sole power to dispose or to direct the disposition
of: 0 |
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(iv) |
shared power to dispose or to direct the disposition
of: 9,882 |
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CUSIP
No. 15746L100 |
13G |
Page 12
of 13 Pages |
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D. |
Kenneth Griffin |
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(a) |
Mr. Griffin may be deemed to beneficially
own 94,882 Shares. |
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(b) |
The number of Shares that Mr. Griffin
may be deemed to beneficially own constitutes 5.1% of the Shares outstanding. |
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(c) |
Number of Shares as to which such person
has: |
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(i) |
sole power to vote or to direct the vote: 0 |
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(ii) |
shared power to vote or to direct the vote: 94,882 |
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(iii) |
sole power to dispose or to direct the disposition
of: 0 |
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(iv) |
shared power to dispose or to direct the disposition
of: 94,882 |
Item 5. |
Ownership of Five Percent or
Less of a Class: |
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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 5 percent of the class of securities,
check the following. ¨ |
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Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person: |
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Not Applicable |
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Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company: |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of
the Group: |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group: |
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Not Applicable |
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Item 10. |
Certifications: |
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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. 15746L100 |
13G |
Page 13
of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated November 5, 2024.
CITADEL SECURITIES LLC |
|
CITADEL ADVISORS LLC |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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CITADEL SECURITIES GROUP LP |
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CITADEL ADVISORS HOLDINGS LP |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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CITADEL SECURITIES GP LLC |
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CITADEL GP LLC |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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KENNETH GRIFFIN |
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By: |
/s/ Seth Levy |
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Seth Levy, attorney-in-fact* |
* Seth Levy is signing
on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission,
and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on
Schedule 13G for Allakos Inc. on October 13, 2023.
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement
on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Chain Bridge Bancorp, Inc., a Delaware corporation,
is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange
Act of 1934, as amended, on behalf of each of the undersigned.
This Agreement may be executed in counterparts
and each of such counterparts taken together shall constitute one and the same instrument.
Dated November 5,
2024.
CITADEL SECURITIES LLC |
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CITADEL ADVISORS LLC |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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CITADEL SECURITIES GROUP LP |
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CITADEL ADVISORS HOLDINGS LP |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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CITADEL SECURITIES GP LLC |
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CITADEL GP LLC |
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By: |
/s/ Guy Miller |
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By: |
/s/ Seth Levy |
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Guy Miller, Authorized Signatory |
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Seth Levy, Authorized Signatory |
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KENNETH GRIFFIN |
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By: |
/s/ Seth Levy |
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Seth Levy, attorney-in-fact* |
*
Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to
a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power
of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.
Chain Bridge Bancorp (NYSE:CBNA)
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