Form SC 13G - Statement of Beneficial Ownership by Certain Investors
November 06 2024 - 5:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Evans
Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
29911Q208
(CUSIP Number)
September 30, 2024
(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)
☐ 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 the 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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Names of Reporting Persons
Endeavour Capital Advisors Inc. |
| 2 |
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a. ☐ b. ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
266,621 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
266,621 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
266,621 |
| 10 |
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
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Percent of Class Represented By
Amount in Row (9) 4.8% |
| 12 |
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Type of Reporting Person (See
Instructions) IA |
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| 1 |
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Names of Reporting Persons
Laurence M. Austin |
| 2 |
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a. ☐ b. ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization United States of
America |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
266,621 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
266,621 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
266,621 |
| 10 |
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
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Percent of Class Represented By
Amount in Row (9) 4.8% |
| 12 |
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Type of Reporting Person (See
Instructions) IN, HC |
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| 1 |
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Names of Reporting Persons
Mitchell J. Katz |
| 2 |
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a. ☐ b. ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization United States of
America |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
|
Shared Voting Power
266,621 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
266,621 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
266,621 |
| 10 |
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
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Percent of Class Represented By
Amount in Row (9) 4.8% |
| 12 |
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Type of Reporting Person (See
Instructions) IN, HC |
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| 1 |
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Names of Reporting Persons
Jonah Marcus |
| 2 |
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a. ☐ b. ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization United States of
America |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5 |
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Sole Voting Power
11,060 |
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6 |
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Shared Voting Power
266,621 |
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7 |
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Sole Dispositive Power
11,060 |
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8 |
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Shared Dispositive Power
266,621 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
277,681 |
| 10 |
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Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
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Percent of Class Represented By
Amount in Row (9) 5.0% |
| 12 |
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Type of Reporting Person (See
Instructions) IN, HC |
| Item 1(a) |
Name of Issuer: |
Evans Bancorp, Inc. (the “Issuer”)
| 1(b) |
Address of the Issuer’s Principal Executive Offices: |
6460 Main Street
Williamsville, New York 14221
| Item 2(a) |
Name of Person Filing: |
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by
the Securities and Exchange Commission pursuant to Section 13 of the Act: (i) Endeavour Capital Advisors Inc. (“Endeavour”), (ii) Laurence M. Austin, (iii) Mitchell J. Katz and (iv) Jonah Marcus.
| 2(b) |
Principal Business Address or, if none, Residence: |
Endeavour Capital Advisors Inc.
410 Greenwich Avenue
Greenwich, CT 06830
| 2(c) |
Citizenship of Person Filing: |
Endeavour is a Delaware corporation and Messrs. Austin, Katz and Marcus are citizens of the United States of America.
| 2(d) |
Title of Class of Securities: |
Common Stock, par value $0.50 per share
29911Q208
| 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 |
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| (a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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| (b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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| (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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| (d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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| (e) ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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| (f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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| (g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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| (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); |
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| (j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| (k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b) (1)(ii)(J), please specify the type of institution: |
The information in items 1 and 5 through 11 on the cover pages (pp. 2-4) of this Schedule 13G is hereby incorporated by
reference. The ownership percentages are based on 5,534,239 shares of common stock as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on October 31, 2024.
| Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable.
| 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.
| Item 9. |
Notice of Dissolution of Group: |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 6, 2024
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| ENDEAVOUR CAPITAL ADVISORS INC.* |
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| By: |
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/s/ Glenn Hofsess |
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Name: |
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Glenn Hofsess |
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Title: |
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Chief Financial Officer |
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| LAURENCE M. AUSTIN* |
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| By: |
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/s/ Laurence M. Austin |
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| MITCHELL J. KATZ* |
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| By: |
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/s/ Mitchell J. Katz |
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| JONAH MARCUS* |
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| By: |
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/s/ Jonah Marcus |
| * |
The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of
their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purposes. |
Exhibit 1
Agreement of Joint Filing
Endeavour Capital Advisors Inc., Laurence M. Austin, Mitchell J. Katz and Jonah Marcus hereby agree that the Statement on Schedule 13G to
which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: November 6,
2024
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| ENDEAVOUR CAPITAL ADVISORS INC.* |
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| By: |
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/s/ Glenn Hofsess |
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Name: Glenn Hofsess |
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Title: Chief Financial Officer |
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| LAURENCE M. AUSTIN* |
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| By: |
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/s/ Laurence M. Austin |
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| MITCHELL J. KATZ* |
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| By: |
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/s/ Mitchell J. Katz |
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| JONAH MARCUS* |
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| By: |
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/s/ Jonah Marcus |
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