Fitzgerald Group Amends Chain Bridge Bancorp Stake

TL;DR

Fitzgerald group updated their Chain Bridge Bancorp stake filing. Watch this space.

AI Summary

On November 15, 2024, Thomas G. Fitzgerald filed an SC 13D/A amendment concerning Chain Bridge Bancorp Inc. This filing indicates a change in beneficial ownership for a group of entities and individuals, including various Fitzgerald trusts and management companies, related to Chain Bridge Bancorp Inc.

Why It Matters

This filing signals a potential shift in control or influence over Chain Bridge Bancorp Inc. by the Fitzgerald group, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or shifts in control, which may lead to increased volatility.

Key Players & Entities

• Chain Bridge Bancorp Inc (company) — Subject company
• Thomas G. Fitzgerald (person) — Filer of the SC 13D/A amendment
• Andrew J. Fitzgerald (person) — Member of the filing group
• Gerald F. Fitzgerald, Jr. (person) — Member of the filing group
• Julie Fitzgerlad Schauer (person) — Member of the filing group
• Peter G. Fitzgerald (person) — Member of the filing group
• Thomas G. Fitzgerald, Jr. (person) — Member of the filing group
• JEM Management, L.P. (company) — Member of the filing group
• Otis Management, LLC (company) — Member of the filing group
• Otis Road Investments, L.P. (company) — Member of the filing group

FAQ

Key Financial Figures

• $0.01 — suer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• d902844dsc13da.htm (SC 13D/A) — 392KB
• 0001193125-24-259917.txt ( ) — 394KB

From the Filing

SC 13D/A 1 d902844dsc13da.htm SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chain Bridge Bancorp, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 15746L 100 (CUSIP Number) Thomas G. Fitzgerald 1629 W. Colonial Parkway Inverness, IL 60067 (847) 991-0010 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 2024 (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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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, as amended (Exchange 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. 15746L 100 1. Names of Reporting Persons Peter G. Fitzgerald 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) 00 - See Item 3 of Statement 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 777,240 (1) 8. Shared Voting Power 250,580 (2) 9. Sole Dispositive Power 777,240 (1) 10. Shared Dispositive Power 250,580 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,820 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) * 13. Percent of Class Represented by Amount in Row (11) 27.6% (3) 14. Type of Reporting Person (See Instructions) IN (*) Excludes (i) 1,288,260 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock and (ii) 5,008 shares of Class A Common Stock, in each case held by other Reporting Persons identified herein as to which Peter G. Fitzgerald expressly disclaims beneficial ownership. This report shall not be construed as an admission that Peter G. Fitzgerald is the beneficial owner of such securities or that he is acting in concert with any other Reporting Person. (1) Includes (i) 229,500 shares of Class B Common Stock held directly by Peter G. Fitzgerald; (ii) 444,550 shares held by the Everglades Trust for which he serves as the advisor and for which he may be deemed to have sole voting or investment power; and (iii) 103,190 shares held by the JBF 2013 Trust for which he serves as sole trustee and for which he may be deemed to have sole voting or investment power. (2) Includes (i) 68,000 shares of Class B Common Stock held by the spouse of Peter G. Fitzgerald and (ii) 103,020 and 79,560 shares of Class B Common Stock held by the Fitzgerald 2002 Special Trust and the GFF Family Trust, respectively, for which Peter G. Fitzgerald serves as a co-trustee and for which he may be deemed to have shared voting or investment power. (3) This percentage is calculated based on 3,729,707 shares of Class A Common Stock, which include (i) 2,701,887 outstanding shares of Class A Common Stock as reported in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (SEC) on November 13, 2024 (the Quarterly Report) and (ii) 1,027,820 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by the Reporting Person. 2 CUSIP No. 15746L 100 1. Names of Reporting Persons Julie Fitzgerald Schauer 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) 00 - See Item 3 of Statement 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 436,220 (1) 8. Shared Voting Power 211,140 (2) 9. Sole Dispositive Power 436,220 (1) 10. Shared Dispositive Power 211,140 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 647,360 12. Check if the Aggregate Amount in Row (1

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View this SC 13D/A filing on SEC EDGAR