Statement of Ownership (sc 13g)
18 Novembre 2016 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Merchants Bancshares,
Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title
of Class of Securities)
588448100
(CUSIP Number)
November 16, 2016
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[_] 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
).
SCHEDULE 13G
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1
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Names of Reporting Persons
Steven R. Gerbel
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2
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Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [x]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
382,003
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
382,003
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
382,003
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10
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Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
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11
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Percent of class represented by amount in row (9)
5.55%
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12
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Type of Reporting Person (See Instructions)
IN
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Page 2 of 9
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1
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Names of Reporting Persons
Chicago Capital Management, LLC
IRS Identification No. of Above Persons (Entities Only) 36-4186074
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2
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Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [x]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
382,003
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
382,003
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
382,003
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10
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Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
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11
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Percent of class represented by amount in row (9)
5.55%
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12
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Type of Reporting Person (See Instructions)
IA
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Page 3 of 9
Item 1.
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(a)
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Name of Issuer:
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Merchants Bancshares, Inc.
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(b)
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Address of Issuer’s Principal Executive
Offices:
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275 Kennedy Drive
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South Burlington, VT 05403
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Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being filed with respect to shares
of Common Stock of the Issuer which are beneficially owned by Steven R.
Gerbel and Chicago Capital Management, LLC (“CCM” and together with Steven
R. Gerbel the “Reporting Persons”).
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(b)
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Address of Principal Business Office or, if None,
Residence:
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311 South Wacker Drive
Suite 6025
Chicago, IL
60606
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(c)
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Citizenship:
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Steven R. Gerbel is a citizen of the United States of
America and CCM is an Illinois limited liability company.
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(d)
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Title and Class of Securities:
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Common Stock, par value $.01 per share
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(e)
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CUSIP No.:
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588448100
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Item 3.
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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:
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(a)
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[_]
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Broker or dealer registered under Section 15 of the
Act;
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the
Act;
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(d)
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[_]
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Investment company registered under Section 8 of the
Investment Company Act of 1940;
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(e)
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[x]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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Page 4 of 9
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(g)
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[_]
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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____
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(a)
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Amount Beneficially Owned:
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Steven R. Gerbel: 382,003
CCM: 382,003
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(b)
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Percent of Class:
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Steven R. Gerbel: 5.55%
CCM: 5.55%
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(c)
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Number of shares as to which such person
has:
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(i)
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Sole power to vote or to direct the
vote:
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Steven R. Gerbel: 0
CCM: 0
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(ii)
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Shared power to vote or to direct the
vote:
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Steven R. Gerbel: 382,003
CCM: 382,003
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(iii)
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Sole power to dispose or to direct the disposition
of:
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Steven R. Gerbel: 0
CCM: 0
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(iv)
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Shared power to dispose or to direct the disposition
of:
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Steven R. Gerbel: 382,003
CCM:
382,003
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Page 5 of 9
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Steven R. Gerbel beneficially owns 382,003
shares of the Issuer’s Common Stock, $0.01 par value per share, (“Common
Stock”), representing 5.55% of the Common Stock. Mr. Gerbel does not directly
own any shares of Common Stock, but he does indirectly own 382,003 shares of
Common Stock in his capacity as the managing member of CCM, an Illinois limited
liability company, which in turn serves as the general partner and investment
manager of Chicago Capital Management, LP (“Fund”), an Illinois limited
partnership. In addition, CCM manages two separate accounts (collectively,
“Separate Accounts”) for unrelated entities and an investment company,
SilverPepper Merger Arbitrage Fund (“SilverPepper”), on a discretionary basis.
Although Mr. Gerbel does not directly own the shares of Common Stock, Mr. Gerbel
is deemed to beneficially own the 382,003 shares of Common Stock held by the
Fund, the Separate Accounts, and SilverPepper.
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Item
5.
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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 five percent of the class of securities, check the
following [ ].
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Item
6.
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Ownership of more than Five Percent on
Behalf of Another Person.
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Each of the Fund, the Separate Accounts, and SilverPepper
has the right to receive dividends and proceeds from the sale of the
shares of Common Stock held by each.
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Item
7.
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Identification and classification of the subsidiary
which acquired the security being reported on
by the parent holding
company or control person.
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Not Applicable
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Item
8.
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Identification and classification of members
of the group.
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See Exhibit B
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Item
9.
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Notice of Dissolution of Group.
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Not Applicable
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Item
10.
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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.
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Page 6 of 9
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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Dated: November 17, 2016
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/s/ STEVEN R. GERBEL
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Steven R. Gerbel
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CHICAGO CAPITAL MANAGEMENT, LLC
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Name: Steven R. Gerbel
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Title: Managing Member
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 7 of 9
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all
amendments thereto, relating to the Common Stock of Merchants Bancshares, Inc.
shall be filed on behalf of the undersigned.
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/s/ STEVEN R. GERBEL
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Steven R. Gerbel
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CHICAGO CAPITAL MANAGEMENT, LLC
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Name: Steven R. Gerbel
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Title: Managing Member
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Page 8 of 9
Exhibit B
Due to the relationships between them, the Reporting Persons
hereunder may be deemed to constitute a “group” with one another for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934.
Page 9 of 9
Grafico Azioni Merchants Bancshares, Inc. (NASDAQ:MBVT)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Merchants Bancshares, Inc. (NASDAQ:MBVT)
Storico
Da Feb 2024 a Feb 2025
