SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
CAPITAL BANCORP, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
139737100
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b) ¨ Rule 13d-1(c) x 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 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 (“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. 139737100 | 13G | Page 2 of 6 Pages | ||||||
1 | Name of Reporting Person I.R.S. IDENTIFICATION No. (Entities Only) James F. Whalen | |||||||||||||
2 | Check the appropriate box if a member of a group | (a) ¨ (b) ¨ | ||||||||||||
3 | SEC use only | |||||||||||||
4 | Citizenship or Place of Organization US | USA | ||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power | 728,523 | |||||||||||
6 | Shared Voting Power | 246,051 | ||||||||||||
7 | Sole Dispositive Power | 728,523 | ||||||||||||
8 | Shared Dispositive Power | 246,051 | ||||||||||||
9 | Aggregate Amount Beneficially Owned by each Reporting Person | 974,574 | ||||||||||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ¨ | ||||||||||||
11 | Percent of Class Represented by Amount in Row (9) | 7.00% | ||||||||||||
12 | Type of Reporting Person | IN | ||||||||||||
CUSIP No. 139737100 | 13G | Page 3 of 6 Pages | ||||||
Item 1. Security and Issuer.
(a) Name of Issuer:
Capital Bancorp, Inc.
(b) Address of Issuer’s Principal Executive Offices:
2275 Research Boulevard, Suite 600, Rockville, MD 20850
Item 2. Identity and Background.
(a) Name of Person Filing
James F. Whalen
(b) Address of Principal Business Office or, if none, Residence:
2275 Research Boulevard, Suite 600
Rockville, MD 20850
(c) Citizenship
Mr. Whalen is an individual residing in the State of Maryland.
(d) Title and Class of Securities
Common stock, par value $0.01 per share
(e) CUSIP Number
139737100
Item 3. 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:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ 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 (15 U.S.C. 80a-3);
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Not applicable.
CUSIP No. 139737100 | 13G | Page 4 of 6 Pages | ||||||
Item 4. Ownership
(a) Amount beneficially owned: 974,574(1)
(b) Percent of class: 7.00%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 728,523
(ii) Shared power to vote or direct the vote: 246,051
(iii) Sole power to dispose or to direct the disposition of: 728,523
(iv) Shared power to dispose or to direct the disposition of: 246,051
(1) The amount reported includes:
(a) 42,372 shares of common stock, par value $0.01 per share (“Common Stock”) directly held by the reporting person over which the reporting person has sole voting and dispositive power;
(b) 614,754 shares of Common Stock held by the James F. Whalen Revocable Trust over which the reporting person has sole voting and dispositive power;
(c) 58,400 shares of Common Stock held by Millennium Trust Company, LLC FBO James Whalen over which the reporting person shares voting and dispositive power;
(d) 240,409 shares of Common Stock held by the Whalen Family, LLC and that the reporting person shares voting and dispositive power;
(e) 2,821 shares of Common Stock held by NMW Investments, LLC and that the reporting person shares voting and dispositive power;
(f) 2,821 shares of Common Stock held by KAW Investments, LLC and that the reporting person shares voting and dispositive power; and
(g) 12,997 shares of Common Stock underlying options that are currently exercisable or are exercisable within 60 days of December 31, 2023 that the reporting person is deemed to have sole voting and dispositive power.
(2) All shares beneficially owned by the reporting person represent 7.00% of the outstanding Common Stock of the Issuer based on 13,922,532 shares of Common Stock outstanding as of December 31, 2023.
Excludes 5,238 shares of Common Stock underlying options that are subject to vesting.
Item 5. Ownership of Five Percent or Less of a Class:
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 ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
CUSIP No. 139737100 | 13G | Page 5 of 6 Pages | ||||||
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification
Not Applicable.
CUSIP No. 139737100 | 13G | Page 6 of 6 Pages | ||||||
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
February 14, 2024
/s/ James F. Whalen James F. Whalen | ||