Lehman Amends Blue Ridge Bankshares 13D Filing

TL;DR

Ken Lehman updated his Blue Ridge Bankshares stake filing on 7/8, event date 6/28.

AI Summary

Ken Lehman filed an amendment to his Schedule 13D on July 8, 2024, regarding his holdings in Blue Ridge Bankshares, Inc. The filing indicates a change in the date of the event requiring this statement to June 28, 2024. Lehman's address is listed as 122 North Gordon Road, Fort Lauderdale, Florida.

Why It Matters

This amendment signals a potential shift in significant shareholder activity or reporting, which could influence market perception and trading of Blue Ridge Bankshares stock.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price volatility.

Key Numbers

• 20240708 — Filing Date (Date of the Schedule 13D/A filing)
• 20240628 — Event Date (Date of the event requiring the filing)

Key Players & Entities

• Ken Lehman (person) — Filing person
• BLUE RIDGE BANKSHARES, INC. (company) — Subject company
• 122 North Gordon Road, Fort Lauderdale, Florida 33301 (address) — Filing person's address

FAQ

Key Financial Figures

• $50.00 — al Preferred Stock, Series B, par value $50.00 per share (the "Series B Shares") acqui
• $49,995,393 — elow for an aggregate purchase price of $49,995,393. The Reporting Person funded the purcha
• $15 million — funded the purchase with approximately $15 million of cash on hand as of December 31, 2023
• $10 million — f cash on hand as of December 31, 2023, $10 million from the sale of marketable securities
• $25 million — er 31, 2023, through April 3, 2024, and $25 million of additional cash borrowed from lines
• $150,000,000 — vate Placement"), for gross proceeds of $150,000,000: (i) 3,400,000 shares of Common Stock;
• $2.50 — based on an initial conversion price of $2.50 per share of Common Stock; (iii) 2,732
• $10,000.00 — Series C Shares at an exercise price of $10,000.00 per share (the "Warrants"), representin

Filing Documents

• krl20240708_sc13da.htm (SC 13D/A) — 65KB
• 0001437749-24-022310.txt ( ) — 66KB

Security and Issuer

Item 1. Security and Issuer This statement relates to Blue Ridge Bankshares, Inc. (the "Issuer") common stock, no par value (the "Common Stock"). The Issuer's principal executive offices are located at 1807 Seminole Trail, Charlottesville, Virginia 22902.

Identity and Background

Item 2. Identity and Background (a) This statement is filed by Kenneth R. Lehman (the "Reporting Person"). (b) The address of the Reporting Person is 122 North Gordon Road, Fort Lauderdale, Florida 33301. (c) The Reporting Person is a private investor. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding. (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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 violation with respect to such laws. (f) The Reporting Person is a United States citizen.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The information in Items 4 and 6 is incorporated by reference. On April 3, 2024, the Reporting Person purchased the securities described in response to Item 4 below for an aggregate purchase price of $49,995,393. The Reporting Person funded the purchase with approximately $15 million of cash on hand as of December 31, 2023, $10 million from the sale of marketable securities from December 31, 2023, through April 3, 2024, and $25 million of additional cash borrowed from lines of credit previously issued by community banks in the ordinary course of business. Between December 31, 2023, and April 3, 2024, on a temporary basis, the Reporting Person used cash on hand as of December 31, 2023, and cash from the sale of such marketable securities to temporarily pay-down other lines of credit issued by community banks in the ordinary course of business that were outstanding as of December 31, 2023, and then redrew upon such lines of credit on April 3, 2024, to fund the acquisition. The securities acquired in the transaction do not currently collateralize any borrowings, although in the future all or part of securities may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans or lines of credit made by any such bank or brokerage firm to the Reporting Person.

Purpose of Transaction

Item 4. Purpose of Transaction The information in Items 3 and 6 is incorporated by reference. The Reporting Person acquired all securities described herein for investment. Other than as described herein, the Reporting Person does not have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure;(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to any of those enumerated in (a) through (i) above. The Reporting Person is deemed under banking regulations to control the Issuer, and the Reporting Person may from time to time to review or reconsider his intention in holding and/or acquiring shares of Common Stock, and at such time may formulate a plan or proposal that relates to or would result in one or more of the matters referred

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer The information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference. (a) The Reporting Person owns 18,812,000 shares of Common Stock, or an estimated 27.2% of the outstanding shares (based on (i) 22,982,622 shares of Common Stock outstanding as of May 1, 2024 per the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2024 filed with the Commission on May 8, 2024; plus (ii) 290,000 shares of Common Stock issued on June 13, 2024 as disclosed on the Issuer's Current Report on Form 8-K filed on June 14, 2024; plus 50,232,000 shares of Common Stock issued in the Conversion as disclosed on the Issuer's Current Report on Form 8-K filed on June 28, 2024). (b) The Reporting Person has sole power to vote, direct the vote of, dispose of, or direct the disposition of all reported shares of Common Stock. (c) Other than as disclosed in Item 6, the Reporting Person has not purchased any securities of the Issuer within the last 60 days. (d) No other person has the power to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On April 3, 2024, the Reporting Person and other investors entered into an Amended and Restated Securities Purchase Agreement (the "Securities Purchase Agreement") with the Issuer, which amends and restates a previous securities purchase agreement dated December 21, 2023. Pursuant to the Securities Purchase Agreement, the Issuer issued and sold the following securities in a private placement (the "Private Placement"), for gross proceeds of $150,000,000: (i) 3,400,000 shares of Common Stock; (ii) 11,418 shares (the "Series B Shares") of the Issuer's Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share, each Series B Share representing the economic equivalent of 4,000 shares of Common Stock based on an initial conversion price of $2.50 per share of Common Stock; (iii) 2,732 shares (the "Series C Shares" and together with the Series B Shares, the "Preferred Shares") of the Issuer's Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, par value $50.00 per share, each Series C Share representing the economic equivalent of 4,000 shares of Common Stock based on an initial conversion price of $2.50 per share of Common Stock, and (iv) warrants to purchase 5,942 Series B Shares and 1,441 Series C Shares at an exercise price of $10,000.00 per share (the "Warrants"), representing the economic equivalent of warrants to purchase a total of 29,532,000 shares of Common Stock for a strike price of $2.50 per share of Common Stock. On April 3, 2024, the Reporting Person purchased (i) 1,186,157 shares of Common Stock, (ii) 4,703 Series B Shares, and (iii) Warrants issuable into 2,500 Series B Shares. When issued, the Series B Shares were mandatorily convertible into shares of Common Stock upon the receipt of the approval of the Issuer's shareholders (the "Shareholder Approvals") of an amendment to the Issuer's arti

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description Exhibit 1 Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc. creating the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.1 of the Issuer's Form 8-K filed on April 5, 2024).* Exhibit 2 Specimen Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, Certificate of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K filed on April 5, 2024).* Exhibit 3 Form of Warrant, dated April 3, 2024, to Purchase Shares of Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, of Blue Ridge Bankshares, Inc. (incorporated by reference to Exhibit 4.3 of the Issuer's Form 8-K filed on April 5, 2024).* Exhibit 4 Amended and Restated Securities Purchase Agreement, dated April 3, 2024, by and among Blue Ridge Bankshares, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K filed on April 5, 2024).* Exhibit 5 Form of Registration Rights Agreement, dated April 3, 2024, by and among Blue Ridge Bankshares, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 of the Issuer's Form 8-K filed on April 5, 2024).* * Previously Filed

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 8, 2024 By: /s/ Kenneth R. Lehman Kenneth R. Lehman

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