Fitzgerald Group Files SC 13D for Chain Bridge Bancorp

TL;DR

**Chain Bridge Bancorp:** Fitzgerald group files 13D, signaling stake change.

AI Summary

On October 15, 2024, a group including Thomas G. Fitzgerald and various trusts and investment entities filed an SC 13D for Chain Bridge Bancorp Inc. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company. The specific percentage of ownership and any dollar amounts related to transactions are not detailed in this header information.

Why It Matters

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

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• CHAIN BRIDGE BANCORP INC (company) — Subject Company
• FITZGERALD THOMAS G (person) — Filer
• ANDREW J. FITZGERALD 2011 TRUST (company) — Group Member
• ANHINGA TRUST (company) — Group Member
• EVERGLADES TRUST (company) — Group Member
• FITZGERALD 2002 SPECIAL TRUST (company) — Group Member
• GERALD F. FITZGERALD, JR. (person) — Group Member
• GFF FAMILY TRUST (company) — Group Member
• JAMES G. FITZGERALD (person) — Group Member
• JBF 2013 TRUST (company) — Group Member

FAQ

Key Financial Figures

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

Filing Documents

• d624859dsc13d.htm (SC 13D) — 425KB
• d624859dex99a.htm (EX-99.A) — 20KB
• d624859dex99b.htm (EX-99.B) — 20KB
• d624859dex99c.htm (EX-99.C) — 5KB
• 0001193125-24-237645.txt ( ) — 471KB

From the Filing

SC 13D 1 d624859dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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) October 7, 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) 35.7% (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 2,877,820 shares of Class A Common Stock, which include (i) 1,850,000 outstanding shares of Class A Common Stock as reported in the Companys prospectus, dated October 3, 2024, filed with the SEC pursuant to Rule 424(b) (the Final Prospectus) 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 (11) Excludes Certain Shares (See Instructions) * 13. Percent of Class Represented by Amount in Row (11)

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