Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Evans Bancorp Inc. (Name of Issuer) |
Common Stock, $0.50 par value (Title of Class of Securities) |
29911Q208 (CUSIP Number) |
John W. Palmer PL Capital Advisors, LLC, 750 Eleventh Street, South, Suite 202 Naples, FL, 34102 239-777-0187 Copy to: Peter D. Fetzer Foley & Lardner LLP, 777 East Wisconsin Avenue, Suite 3800 Milwaukee, WI, 53202-5306 414.297.5596 Copy to: Philip M. Goldberg Foley & Lardner LLP, 321 North Clark Street Chicago, IL, 60654-5313 312.832.4549 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/02/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 29911Q208 |
| 1 |
Name of reporting person
PL Capital Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 29911Q208 |
| 1 |
Name of reporting person
LASHLEY RICHARD J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 29911Q208 |
| 1 |
Name of reporting person
PALMER JOHN W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.50 par value |
| (b) | Name of Issuer:
Evans Bancorp Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6460 Main Street, Williamsville,
NEW YORK
, 14221. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by (1) PL Capital Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); (2) Richard J. Lashley, a managing member of PL Capital Advisors; and (3) John W. Palmer, a managing member of PL Capital Advisors (collectively, the "Reporting Persons"). The joint filing agreement of the Reporting Persons was attached as Exhibit 99.1 to the initial filing of the Schedule 13D. As noted above, this amended and restated Schedule 13D relates to the common stock, $0.50 par value ("Common Stock"), of Evans Bancorp, Inc. (the "Company"). |
| (b) | The principal business address of the Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102. |
| (c) | The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the "Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has full discretionary voting and dispositive power over any shares of Common Stock held on behalf of the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors. The Clients do not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and are therefore not deemed to beneficially own any shares of Common Stock held on their behalf, pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | Mr. Lashley and Mr. Palmer are both citizens of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons no longer have voting and dispositive power over any shares of Common Stock of the Company. From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. on such firm's usual terms and conditions. All or part of the shares of Common Stock previously owned by the Clients may from time to time have been pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients. Such loans, if any, generally bore interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may have been refinanced with other banks or broker-dealers. | |
| Item 4. | Purpose of Transaction |
This is the Reporting Persons third amendment to its initial Schedule 13D, after transitioning from their Schedule 13G filing. The Reporting Persons no longer own any shares of Common Stock. The Reporting Persons had previously acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase. On May 2, 2025, the acquisition of the Company by NBT Bancorp Inc. ("NBT Bancorp") was completed. Under the terms of the acquisition, the Company's shareholders received NBT Bancorp common stock in exchange for their shares of Common Stock of the Company. The Reporting Persons own less than 5% of NBT Bancorp following the exchange. Therefore, the Reporting Persons will not submit a filing regarding their ownership of NBT Bancorp. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons no longer own any shares of Common Stock. |
| (b) | The Reporting Persons no longer own any shares of Common Stock. |
| (c) | On May 2, 2025, the acquisition of the Company by NBT Bancorp was completed. Under the terms of the acquisition, the Company's shareholders received NBT Bancorp common stock in exchange for their shares of Common Stock of the Company. The Reporting Persons own less than 5% of NBT Bancorp following the exchange. Therefore, the Reporting Persons will not submit a filing regarding their ownership of NBT Bancorp. |
| (d) | The Reporting Persons no longer own any shares of Common Stock. |
| (e) | May 2, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
PL Capital Advisors is the investment manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., PL Capital Plus Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement (previously filed). |
| 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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