Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Daniel G. Schmedlen, Jr.
LTC Global, Inc.
33 North Central Avenue, Suite 317
Medford, Oregon 97501
(800) 362 - 8837
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
LTC Global, Inc.
IRS ID No. 20-2388986
|
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC Working Capital |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Nevada
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
1,184,863 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
1,184,863 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,184,863 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
6.69% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
Corporation (CO) |
Item 1. Security and Issuer.
This Schedule 13D is made in reference to the Common Stock of First Mariner Bancorp (the
Issuer). The address of the principal executive offices of the Issuer is 1501 S. Clinton Street,
Baltimore, Maryland 21224.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of LTC Global, Inc. LTC Global, Inc. owns
1,184,863 shares of common stock of the Issuer. The executive officers of LTC Global, Inc. are
Thomas A. Skiff, Chief Executive Officer, Richard B. Pitbladdo, Chief Financial Officer, Mark S.
Dinsmore, Chief Operating Officer, Eric W. Anderson, Vice President, and Daniel G. Schmedlen, Jr.,
Vice President. The directors of LTC Global, Inc. are Thomas A. Skiff, Richard B. Pitbladdo, Mark
S. Dinsmore, Eric W. Anderson, and Daniel G. Schmedlen, Jr. The principal address of LTC Global,
Inc., as well as the business address of all officers and directors is 33 North Central Avenue,
Suite 317, Medford, Oregon 97501. The place of organization for LTC Global, Inc. is Nevada.
Thomas A. Skiff is a resident of California. Richard B. Pitbladdo is a resident of Florida. Mark
S. Dinsmore is a resident of Oregon. Eric W. Anderson is a resident of Oregon. Daniel G.
Schmedlen, Jr. is a resident of Connecticut. During the last five years, none of the above persons
or LTC Global, Inc. has been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction resulting in 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.
Item 3. Source and Amount of Funds or Other Consideration.
LTC
Global, Inc. paid an aggregate of $1,362,592.45 in cash for 1,184,863
shares of the Issuers common stock. The
source of funds used to purchase these shares was derived from
corporate working capital of LTC Global, Inc.
Item 4. Purpose of Transaction.
The reporting person purchased 1,184,863 shares of the Issuers Common Stock on April 12, 2010
in connection with the Issuers public offering pursuant to a Registration Statement filed with the
Securities and Exchange Commission on Form S-1. Currently, the reporting persons intent is to act
as a passive investor.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this statement, LTC Global, Inc. owns 1,184,863 shares of the Common
Stock of Issuer which constitutes approximately 6.69% of the Common Stock of Issuer, as of April
12, 2010.
(b) As of the date of this statement, LTC Global, Inc. has sole voting power of 1,184,863
shares of the Common Stock of Issuer which constitutes approximately 6.69% of the Common Stock of
Issuer.
(c) During the last sixty (60) days, LTC Global, Inc. has acquired 1,184,863 Common Shares of
the Issuer in connection with the Issuers initial public offering as specified in the chart below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of |
|
Numer of |
|
|
Price per |
|
|
Total Purchase |
|
Purchase |
|
Shares |
|
|
Share |
|
|
Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/12/2010 |
|
|
1,184,863 |
|
|
$ |
1.15 |
|
|
$ |
1,362,592.45 |
|
(d) No other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds of sale of, any of the securities listed in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
Dated: April 16, 2010
|
|
LTC Global, Inc.
|
|
|
By: |
/s/ DANIEL G. SCHMEDLEN, JR.
|
|
|
|
DANIEL G. SCHMEDLEN, JR. |
|
|
|
VICE PRESIDENT |
|
|