Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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CAPITAL BANCORP, INC. (Name of Issuer) |
Common Stock, par value $.01 per share (Title of Class of Securities) |
139737100 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 139737100 |
| 1 | Names of Reporting Persons
Joshua Bernstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
871,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CAPITAL BANCORP, INC. | |
| (b) | Address of issuer's principal executive offices:
2275 Research Boulevard, Suite 600, Rockville, MD, 20850 | |
| Item 2. | ||
| (a) | Name of person filing:
Joshua Bernstein | |
| (b) | Address or principal business office or, if none, residence:
2275 Research Boulevard, Suite 600, Rockville, MD 20850 | |
| (c) | Citizenship:
Mr. Bernstein is an individual residing in the District of Columbia. | |
| (d) | Title of class of securities:
Common Stock, par value $.01 per share | |
| (e) | CUSIP No.:
139737100 | |
| 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: | |
| (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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The aggregate number of shares of common stock, par value $0.01 per share ("Common Stock") owned by the reporting person is 871,428. 84,959 shares of Common Stock directly held by the reporting person over which the reporting person has sole voting and dispositive power, 303,200 shares of Common Stock held by the Bernstein Fund Limited Partnership, (the reporting person owns 16.7%) over which the reporting person shares voting and dispositive power, 154,400 shares of Common Stock held by SandBern Ventures, LLC (the reporting person owns 66.67%) over which the reporting person shares voting and dispositive power, 324,000 shares of Common Stock held by the reporting person's deceased father, through whom he is executor of his estate and over which the reporting person shares voting and dispositive power, and 4,869 shares of Common Stock underlying options that are currently exercisable within 60 days of December 31, 2024 that the reporting person is deemed to have sole voting and dispositive power. This amount excludes 4,505 shares of Common Stock underlying options that are subject to vesting. | |
| (b) | Percent of class:
The aggregate percentage of the shares of Common Stock outstanding beneficially owned by the reporting person is 5.2% which is based on 16,662,626 shares Common Stock outstanding as of December 31, 2024. This percentage excludes 4,505 shares of Common Stock underlying options that are subject to vesting. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
89,828 | ||
| (ii) Shared power to vote or to direct the vote:
781,600 | ||
| (iii) Sole power to dispose or to direct the disposition of:
89,828 | ||
| (iv) Shared power to dispose or to direct the disposition of:
781,600 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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