Amended Statement of Beneficial Ownership (sc 13d/a)
21 January 2023 - 08:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
AmeriServ Financial, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
03074A102
(CUSIP Number)
J. ABBOTT R. COOPER
DRIVER MANAGEMENT COMPANY LLC
1266 E. Main Street
Suite 700R
Stamford, CT 06902
(646) 360-0791
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 2023
(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
¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1
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).
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1 |
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NAME OF REPORTING PERSON |
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Driver Opportunity Partners I LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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201,000 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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201,000 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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201,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.2% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Driver Management Company LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,477,419 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,477,419 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,477,419 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.6% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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J. Abbott R. Cooper |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,477,419 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,477,419 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,477,419 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Julius D. Rudolph |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-
0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Brandon L. Simmons |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-
0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes Amendment No. 4 to the Schedule 13D filed
by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends
the Schedule 13D as specifically set forth herein.
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Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 20, 2023, the Driver Group delivered a letter (the
“January 20 Letter”) by email and mail to the Issuer’s Chief
Executive Officer, Jeffrey Stopko.
The January 20 Letter is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 7. |
Material to be Filed as
Exhibits. |
Item 7 is hereby amended to add the following exhibit:
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
January 20, 2023
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Driver Opportunity Partners I LP |
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By: |
Driver Management Company LLC |
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its general partner |
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By: |
/s/ J. Abbott R. Cooper
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Name: |
J. Abbott R. Cooper |
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Title: |
Managing Member |
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Driver Management Company LLC |
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By: |
/s/ J. Abbott R. Cooper
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Name: |
J. Abbott R. Cooper |
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Title: |
Managing Member |
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/s/ J. Abbott R. Cooper
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J.
Abbott R. Cooper
Individually and as attorney-in-fact for Julius D. Rudolph and
Brandon L. Simmons
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AmeriServ Financial (NASDAQ:ASRV)
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