UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
First Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
318910106
(CUSIP Number)
December 31, 2014
(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)
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 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).
13G
| CUSIP No. 318910106 | Page 2 of 9 Pages |
| 1 | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Capital Management, L.L.C. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| 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
1,124,460 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,124,460 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,124,460 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
5.71% | |||||
| 12 | Type of reporting person*
IA | |||||
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13G
| CUSIP No. 318910106 | Page 3 of 9 Pages |
| 1 | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Enhanced Long Short Fund, LP | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| 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
738,643 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
738,643 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
738,643 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
3.75% | |||||
| 12 | Type of reporting person*
PN | |||||
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13G
| CUSIP No. 318910106 | Page 4 of 9 Pages |
| 1 | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Enhanced Long Short GP, LLC | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| 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
738,643 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
738,643 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
738,643 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
3.75% | |||||
| 12 | Type of reporting person*
OO | |||||
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13G
| CUSIP No. 318910106 | Page 5 of 9 Pages |
| 1 | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Lindenbaum | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,124,460 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,124,460 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,124,460 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
5.71% | |||||
| 12 | Type of reporting person*
IN/HC | |||||
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13G
| CUSIP No. 318910106 | Page 6 of 9 Pages |
| 1 | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bennett Lindenbaum | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,124,460 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,124,460 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,124,460 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
5.71% | |||||
| 12 | Type of reporting person*
IN/HC | |||||
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| Item 1(a) | Name of Issuer: |
First Bancorp
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
341 North Main St
Troy, NC 27371
Southern Pines, NC 28387
| Item 2(a) | Name of Person Filing: |
See Cover Pages, Item 1.
| Item 2(b) | Address or Principal Business Office: |
c/o Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
| Item 2(c) | Citizenship: |
See Cover Pages, Item 4.
| Item 2(d) | Title of Class of Securities: |
Common Stock, no par value
| Item 2(e) | CUSIP Number: |
318910106
| Item 3 | Not Applicable |
| Item 4 | Ownership: |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
| Item 5 | Ownership of Five Percent or Less of a Class: |
Basswood Enhanced Long Short GP, LLC and Basswood Enhanced Long Short Fund, LP have ceased to be the beneficial owner of more than five percent of the class of securities.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
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: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
By signing below the signatory certifies that, to the best of his 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.
[Remainder of page intentionally left blank]
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
| BASSWOOD CAPITAL MANAGEMENT, L.L.C. | ||||
| By: | /s/ Matthew Lindenbaum | |||
| Name: | Matthew Lindenbaum | |||
| Title: | Managing Member | |||
| BASSWOOD ENHANCED LONG SHORT FUND, LP | ||||
| By: | Basswood Enhanced Long Short GP, LLC, its General Partner | |||
| By: | /s/ Matthew Lindenbaum | |||
| Name: | Matthew Lindenbaum | |||
| Title: | Managing Member | |||
| BASSWOOD ENHANCED LONG SHORT GP, LLC | ||||
| By: | /s/ Matthew Lindenbaum | |||
| Name: | Matthew Lindenbaum | |||
| Title: | Managing Member | |||
| /s/ Matthew Lindenbaum | ||||
| Matthew Lindenbaum, an individual | ||||
| /s/ Bennett Lindenbaum | ||||
| Bennett Lindenbaum, an individual | ||||
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