| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BRIDGE BANCORP INC [ BDGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share ("Common Stock") | 05/01/2019 | J(2) | 37,946 | D | $0.00 | 682,342 | I | See footnotes(1)(2)(3) | ||
| Common Stock | 05/03/2019 | J(4) | 52,741 | D | $0.00 | 21,597 | I | See footnotes(1)(4)(5) | ||
| Common Stock | 30,136 | I | See footnotes(1)(6) | |||||||
| Common Stock | 115,726 | I | See footnotes(1)(7) | |||||||
| Common Stock | 314,229 | I | See footnotes(1)(8) | |||||||
| Common Stock | 543,670 | I | See footnotes(1)(9) | |||||||
| Common Stock | 33,941 | I | See footnotes(1)(10) | |||||||
| Common Stock | 138,282 | D(1)(11) | ||||||||
| Common Stock | 161,941.75 | D(1)(12) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| 4. See Exhibit 99.1 |
| 5. See Exhibit 99.1 |
| 6. See Exhibit 99.1 |
| 7. See Exhibit 99.1 |
| 8. See Exhibit 99.1 |
| 9. See Exhibit 99.1 |
| 10. See Exhibit 99.1 |
| 11. See Exhibit 99.1 |
| 12. See Exhibit 99.1 |
| Remarks: |
| Exhibit List: ------------- Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| BASSWOOD CAPITAL MANAGEMENT, L.L.C., /s/ Matthew Lindenbaum | 05/03/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| Designated Filer: | Basswood Capital Management, L.L.C. |
| Issuer & Ticker Symbol: |
Bridge Bancorp, Inc. [BDGE] |
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Date of Event Requiring Statement:
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May 1, 2019 |
Explanation of Responses:
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1.
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This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum, Basswood Capital
Management, L.L.C. (“BCM”), and Basswood Financial Fund, Inc. (“BFF, Inc.”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to BFF, Inc., Basswood Opportunity Partners, LP (“BOP”), Basswood Enhanced
Long Short Fund, L.P. (“BELS”), Basswood Financial Fund, LP (“BFF”), Basswood Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Fund, Inc. (“BOF”) (collectively, the “Funds”) and certain separate managed accounts managed
by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts. Basswood Partners, L.L.C. is the general partner of BFF, BOP and BFLOF, and
may be deemed to have a pecuniary interest in the Common Stock held directly by BFF, BOP and BFLOF. Basswood Enhanced Long Short GP, LLC is the general partner of BELS and may be deemed to have a pecuniary interest in the Common Stock
held directly by BELS. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts, and also
directly hold shares of Common Stock. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all
shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent of any direct or indirect pecuniary interest therein. BCM and Basswood Partners, L.L.C. also disclaim beneficial ownership of the
shares held directly by Matthew Lindenbaum and Bennett Lindenbaum. Matthew Lindenbaum and Bennett Lindenbaum each disclaim beneficial ownership of the shares held directly by the other.
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Matthew Lindenbaum, a managing member of BCM, serves on the board of directors
of the Issuer as a representative of the Reporting Persons. As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Matthew Lindenbaum.
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2.
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Common Stock was held in a separate Managed Account managed by BCM pursuant to an investment management
agreement that was terminated on May 1, 2019. Accordingly, the Reporting Persons no longer beneficially own such Common Stock.
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3.
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Common Stock held directly by certain separate Managed Accounts managed by BCM.
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4.
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Common Stock was distributed in-kind to investors.
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5.
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Common Stock held directly by BFF, Inc.
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6.
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Common Stock held directly by BOF.
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7.
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Common Stock held directly by BFF.
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8.
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Common Stock held directly by BOP.
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9.
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Common stock held directly by BELS.
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10.
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Common Stock held directly by BFLOF.
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11.
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Common Stock held directly by Bennett Lindenbaum.
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12.
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Common Stock held directly by Matthew Lindenbaum, which includes 926.749462 shares of
Common Stock underlying a restricted stock unit award. This number includes shares received as part of a dividend reinvestment program.
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Remarks:
| Designated Filer: | Basswood Capital Management, L.L.C. |
| Issuer & Ticker Symbol: |
Bridge Bancorp, Inc. [BDGE] |
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Date of Event Requiring Statement:
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May 1, 2019 |
Exhibit 99.2 - Joint Filer Information
Joint Filers:
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1. Name:
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Matthew Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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2. Name:
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Bennett Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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3. Name:
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Basswood Capital Management, L.L.C.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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4. Name:
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Basswood Financial Fund, Inc.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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| Designated Filer: | Basswood Capital Management, L.L.C. |
| Issuer & Ticker Symbol: |
Bridge Bancorp, Inc. [BDGE] |
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Date of Event Requiring Statement:
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May 1, 2019 |
Joint Filers’ Signatures
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/s/ Matthew Lindenbaum
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Matthew Lindenbaum
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/s/ Bennett Lindenbaum
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Bennett Lindenbaum
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Basswood Capital Management, L.L.C.
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By: /s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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Basswood Financial Fund, Inc.
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By: /s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
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Title: Managing Member
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