sched13d.htm
 
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. ___)
 
Southern National Bancorp of Virginia, Inc.
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
843395104
(CUSIP Number)
 
W. Kirk Wycoff
Patriot Financial Partners, L.P.
Cira Centre
2929 Arch Street, 27th Floor
Philadelphia, Pennsylvania 19104
(215) 399-4650
Copies to:
Raymond A. Tiernan, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W., 11th Floor
Washington, D.C. 20005
(202) 347-0300
(Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 4, 2009 
(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. 843395104
13D
 Page 2 of 14 Pages
 
1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Patriot Financial Partners, L.P.
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
    (a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
WC
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
    [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
   SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
852,698
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
852,698
        11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
852,698
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%
14
   TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 3 of 14 Pages
 
1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Patriot Financial Partners Parallel, L.P.
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
    (a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
WC
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
          [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
        7
    SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
147,302
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
147,302
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
147,302
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14
    TYPE OF REPORTING PERSON
 
PN
 
 
 
 

 
CUSIP No. 843395104
13D
 Page 4 of 14 Pages
 
1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Patriot Financial Partners GP, L.P.
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
    (a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
AF
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
           [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
    SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
1,000,000
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
1,000,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
    TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 5 of 14 Pages

1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Patriot Financial Partners GP, LLC
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
    (a) [ X ]
(b) [     ]
 
3
     SEC USE ONLY
 
4
     SOURCE OF FUNDS
 
AF
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
             [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
    SOLE VOTING POWER
 
0
8
   SHARED VOTING POWER
 
1,000,000
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
1,000,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
    TYPE OF REPORTING PERSON
 
CO

 
 
 
 
CUSIP No. 843395104
13D
 Page 6 of 14 Pages
 
1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
W. Kirk Wycoff
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
    (a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
AF
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
            [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
    SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
1,000,000
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
1,000,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
    TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 7 of 14 Pages
 
1
   NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ira M. Lubert
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
AF
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
          [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
   SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
1,000,000
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
1,000,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
    TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 8 of 14 Pages
 
1
    NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
James J. Lynch
2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [ X ]
(b) [    ]
 
3
    SEC USE ONLY
 
4
    SOURCE OF FUNDS
 
AF
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
           [  ]
 
 
6
    CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
   SOLE VOTING POWER
 
0
8
    SHARED VOTING POWER
 
1,000,000
9
    SOLE DISPOSITIVE POWER
 
0
10
    SHARED DISPOSITIVE POWER
 
1,000,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [ ]
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
    TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 9 of 14 Pages
 
Item 1.
Security and Issuer
 
This Schedule 13D relates to the common stock, par value $.01 per share (the “Common Stock”), of Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company” or the “Issuer”), whose principal executive offices are located at 6830 Old Dominion Drive, McLean, VA 22101.
 
Item 2.
Identity and Background
 
The Schedule 13D is being jointly filed by the parties indentified below.  All of the filers of this Schedule 13D are collectively referred to as the “Patriot Financial Group.” The joint filing agreement of the members of the Patriot Financial Group is filed as Exhibit 1 to this Schedule 13D.
 
(a)- (c)      The following are members of the Patriot Financial Group:
 
·  
Patriot Financial Partners, L.P., a Delaware limited partnership (the “Patriot Fund”);
 
·  
Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (the “Patriot Parallel Fund” and together with the Patriot Fund, the “Funds”);
 
·  
Patriot Financial Partners GP, L.P., a Delaware limited partnership and general partner of the Funds (“Patriot GP”);
 
·  
Patriot Financial Partners GP, LLC, a Delaware limited liability company and general partner of Patriot GP (“Patriot LLC”); and
 
·  
W. Kirk Wycoff, Ira M. Lubert and James J. Lynch as general partners of the Funds and Patriot GP and as members of Patriot LLC.
 
The Funds are private equity funds focused on investing in community banks throughout the United States.  The principal business of Patriot GP is to serve as the general partner and manage the Funds.   The principal business of Patriot LLC is to serve as the general partner and manage Patriot GP. The principal employment of Messrs. Wycoff, Lubert and Lynch is investment management with each of the Funds, Patriot GP and Patriot LLC.
 
The business address of each member of the Patriot Financial Group is c/o Patriot Financial Partners, LP, Cira Center, 2929 Arch Street, 27th Floor, Philadelphia, Pennsylvania 19104.
 
(d)           During the last five years, no member of the Patriot Financial Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 10 of 14 Pages
 
(e)           During the last five years, no member of the Patriot Financial Group 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 is a citizen of the United States.
 
Item 3. 
Source and Amount of Funds or Other Consideration
 
Patriot Financial Group beneficially owns an aggregate of 1,000,000 shares of Common Stock acquired at an aggregate cost of $6,000,000.   The Patriot Fund holds 852,698 shares of Common Stock acquired at a cost of $5,116,185 and the Patriot Parallel Fund holds 147,302 shares of Common Stock acquired at a cost of $883,815.  All of the shares were acquired with working capital of the Funds.
 
Item 4.
Purpose of Transaction
 
The shares of Common Stock were acquired for investment purposes to profit from the appreciation in the market price of the Common Stock and through the payment of dividends, if any.
 
While the Patriot Financial Group intends to exercise its rights as stockholders, no member thereof currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, other than purchases in the open market in the normal course of business; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 11 of 14 Pages
 
Item 5.
Interest in Securities of the Issuer
 
The percentages used in this Schedule 13D are based upon 11,590,242 outstanding shares of Common Stock as of October 22, 2009, as reported in the Company’s Prospectus, dated October 29, 2009, filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, and the Company's press release, dated November 4, 2009 reporting the completion of the sale of shares of common stock in a public offering, including the exericse of an over-allotment option granted to the underwriters.
 
 (a) - (b) Patriot Fund possesses shared voting and dispositive power and beneficially owns 852,698 shares, or 7.4%, of the outstanding Common Stock.
 
Patriot Parallel Fund possesses shared voting and dispositive power and beneficially owns 147,302 shares, or 1.3%, of the outstanding Common Stock.
 
Because (i) Messrs. Wycoff, Lubert and Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC, (ii) Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Funds, each of Messrs Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to possess shared voting and dispositive power over the shares of Common Stock held by the Funds or 1,000,000 shares, or  8.6%,  of the outstanding Common Stock.
 
(c)       Members of the Patriot Financial Group made the following purchases and sales of Common Stock in the last 60 days.
 
 
 
 
Purchaser
    
 
Date
    
Number of
Shares Purchased
    
Price Per
Share
    
 
Total Cost
  
 
Patriot Fund
  
 
11/4/09
  
 
852,698(1)
  
 
$6.00
    
$5,116,185
  
Patriot Parallel Fund
    11/4/09  
147,302(1)
     6.00          883,815  
 
______________
(1)
The shares were purchased directly from the Company in the Company’s public offering of Common Stock.
 
(d)       Not applicable.
 
(e)  
Not applicable.
 
 
 
 
 
 
 
CUSIP No. 843395104
13D
 Page 12 of 14 Pages
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
As of the date of this Schedule 13D, except as described below, none of the Patriot Financial Group is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock.
 
 
 
Item 7.
Material to Be Filed as Exhibits
 
1  
Joint Filer Statement
 
 
 
 
 
 
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:    November 5, 2009
  
   
 
PATRIOT FINANCIAL PARTNERS, L.P.
     
 
By:
/s/ W. Kirk Wycoff                                                                
   
W. Kirk Wycoff, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P., the general partner of Patriot Financial Partners, L.P.
 
 
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
     
 
By:
/s/ W. Kirk Wycoff                                                                
   
W. Kirk Wycoff, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P., the general partner of Patriot Financial Partners, Parallel, L.P.
 
 
PATRIOT FINANCIAL PARTNERS GP, L.P.
     
 
By:
/s/ W. Kirk Wycoff                                                                
   
W. Kirk Wycoff, a member of Patriot Financial Partners GP, LLC, the general partner of Patriot Financial Partners GP, L.P.
 
 
PATRIOT FINANCIAL PARTNERS GP, LLC
     
 
By:
/s/ W. Kirk Wycoff                                                                
   
W. Kirk Wycoff, a member
 
 
/s/ W. Kirk Wycoff                                                                        
 
W. Kirk Wycoff
 
 
/s/ Ira M. Lubert                                                                        
 
Ira M. Lubert
 
 
/s/ James J. Lynch                                                                        
 
James J. Lynch