SC 13D 1 tm2124844d2_sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. ____)

Equity Bancshares, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29460X109

(CUSIP Number)

Kevin J. Kooman

Patriot Financial Partners III, L.P.

Four Radnor Corporate Center

100 Matsonford Road Suite 210

Radnor, Pennsylvania 19087

(215) 399-4650

Copies to:

Terrence Kerwin, Esq.

Fox Rothschild LLP

747 Constitution Drive Suite 100

Exton, PA 19341

(610) 458-6186

(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)

May 25, 2021

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

CUSIP No. 29460X109

13D

Page [___] of [___] Pages

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

Page [___] of [___] Pages

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

Page [___] of [___] Pages

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patriot Financial Partners GP III, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

W. Kirk Wycoff

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

Page [___] of [___] Pages

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James J. Lynch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

James F. Deutsch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

748,214

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

748,214

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

748,214

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.21% (1)

TYPE OF REPORTING PERSON

(1) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

CUSIP No. 29460X109

13D

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Item 1.

Security and Issuer

The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, (“Common Stock”), of Equity Bancshares, Inc. (the “Issuer” or the “Company”), the holding company of Equity Bank (the “Bank”).

Item 2.

Identity and Background

This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the “Patriot Financial Group III.” The Joint Filing Agreement of the members of the Patriot Financial Group III is filed as Exhibit 1 to this Schedule 13D.

(a)-(c) The following are members of the Patriot Financial Group III:

Patriot Financial Partners III, L.P., a Delaware limited partnership (“Patriot Fund III”);

Patriot Financial Partners GP III, L.P., a Delaware limited partnership and general partner of Patriot Fund III (“Patriot III GP”);

Patriot Financial Partners GP III, LLC, a Delaware limited liability company and general partner of Patriot III GP (“Patriot III LLC”); and

W. Kirk Wycoff, James J. Lynch and James F. Deutsch, each of whom serve as general partners of Patriot Fund III and Patriot III GP, are members of Patriot III LLC, and are members of the investment committee of Patriot Fund III.

Patriot Fund III is a private equity fund focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot III GP is to serve as the general partner of and to manage Patriot Fund III. The principal business of Patriot III LLC is to serve as the general partner of and to manage Patriot III GP. The principal employment of Messrs. Wycoff, Lynch and Deutsch is investment management with Patriot Fund III, Patriot III GP and Patriot III LLC.

The business address of each member of the Patriot Financial Group III is c/o Patriot Financial Partners III, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.

(d) During the last five years, no member of the Patriot Financial Group III has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no member of the Patriot Financial Group III has 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) Each natural person who is a member of the Patriot Financial Group III is a citizen of the United States.

CUSIP No. 29460X109

13D

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Item 3.

Source and Amount of Funds or Other Consideration

Patriot Fund III used working capital to purchase additional shares of Common Stock from time to time.

Item 4.

Purpose of Transaction

The Purchased Shares were acquired for investment purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group III has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Subject to the limitations imposed by applicable federal and state securities laws, Patriot Financial Group III may dispose of the Purchased Shares from time to time, subject to market conditions and other investment considerations, and may cause the Purchased Shares to be distributed in kind to investors. To the extent permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group III may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group III and/or investment considerations.

CUSIP No. 29460X109

13D

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Item 5.

Interest in Securities of the Issuer

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

(a) and (b)

										Sole Power to		Shared Power to
	Amount					Sole Power to		Shared Power		Dispose or to		Dispose or
	Beneficially		Percent of			Vote or Direct		to Vote or		Direct the		Direct the
Entity	Owned		Class (2)			the Vote		Direct the Vote		Disposition		Disposition
Patriot Fund III		748,214		5.21	%		0		748,214		0		748,214
Patriot III GP (1)		748,214		5.21	%		0		748,214		0		748,214
Patriot III LLC (1)		748,214		5.21	%		0		748,214		0		748,214
W. Kirk Wycoff (1)		748,214		5.21	%		0		748,214		0		748,214
James J. Lynch (1)		748,214		5.21	%		0		748,214		0		748,214
James F. Deutsch (1)		748,214		5.21	%		0		748,214		0		748,214

(1) Each of Patriot Fund III GP, Patriot III LLC, Mr. Wycoff, Mr. Lynch and Mr. Deutsch disclaims beneficial ownership of the Common Stock owned by Patriot Fund III, except to the extent of its or his pecuniary interest therein.

(2) This calculation is based on 14,362,526 shares of Common Stock, of the Company outstanding, as reported in the Company’s Current Report on Form 10-Q filed on August 5, 2021.

(c) No members of the Patriot Financial Group III had any transactions in the Common Stock (or securities convertible into Common Stock) during the past 60 days, except that Patriot Fund III purchased shares of the Common Stock as described below.

Acquisition Date	Shares Purchased
June 10, 2021	7,700
June 14, 2021	5,200
June 16, 2021	3,050
June 17, 2021	5,050

(d) Other than the Patriot Financial Group III, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5.

(e) N/A.

Item 6.

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

The information set forth in Items 3 and 4 is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Exhibit		Description

Exhibit 1		Joint Filing Agreement, dated as of August 12, 2021, by and among Patriot Financial Partners III, L.P., Patriot Financial Partners GP III, L.P., Patriot Financial Partners GP III, LLC, W. Kirk Wycoff, James J. Lynch and James F. Deutsch.

CUSIP No. 29460X109

13D

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:

August 12, 2021

PATRIOT FINANCIAL PARTNERS III, L.P.

	By:	/s/ James F. Deutsch
		James F. Deutsch, a member of Patriot Financial Partners III GP, LLC, the general partner of Patriot Financial Partners GP III, L.P., the general partner of Patriot Financial Partners III, L.P.

PATRIOT FINANCIAL PARTNERS GP III, L.P.

	By:	/s/ James F. Deutsch
		James F. Deutsch, a member of Patriot Financial Partners GP III, LLC., the general partner of Patriot Financial Partners GP III, L.P.

PATRIOT FINANCIAL PARTNERS GP III, LLC

	By:	/s/W. Kirk Wycoff
		W. Kirk Wycoff, a member

	By:	/s/James J. Lynch
		James J. Lynch, a member

	By:	/s/James F. Deutsch
		James F. Deutsch, a member

SEC Form SC 13D filed by Equity Bancshares, Inc.