Capital Bancorp Inc — Major Shareholding Notification 2021

Feb 11, 2021

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

CAPITAL BANCORP, inc.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

139737100

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(CUSIP Number)

December 31, 2020

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(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 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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CUSIP No. 139737100 13G Page 2 of 5 Pages

| 1 | Name of Reporting Person I.R.S. IDENTIFICATION
No. (Entities Only) Joshua Bernstein | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member
of a group (a) ☐ (b) ☐ | |
| 3 | SEC use only | |
| 4 | Citizenship or Place of Organization USA | |
| Number OF Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 119,546 |
| | 6 | Shared
Voting Power 831,600 |
| | 7 | Sole Dispositive Power 119,546 |
| | 8 | Shared
Dispositive Power 831,600 |
| 9 | Aggregate
Amount Beneficially Owned by each Reporting Person 951,146 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount in Row
(9) 6.92% | |
| 12 | Type of Reporting Person IN | |

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CUSIP No. 139737100 13G Page 3 of 5 Pages

Item 1. Security and Issuer.

(a)
Capital Bancorp, Inc.

(b)
2275 Research Boulevard, Suite 600, Rockville,
MD 20850

Item 2. Identity and Background.

(a)
Joshua Bernstein

(b)
2275 Research Boulevard, Suite 600
Rockville, MD 20850

(c)
Mr.
Bernstein is an individual residing in the District of Columbia.

(d)
Common stock, par value $0.01 per share

(e)
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); |
| --- | --- | --- |
| (b) | ☐ | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (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); |
| (j) | ☐ | Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |
| | Not applicable. | |

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CUSIP No. 139737100 13G Page 4 of 5 Pages

Item 4. Ownership

(a)	Amount beneficially owned:		951,146 (1)
(b)	Percent of class:		6.92% (2)
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or direct the vote:	119,546
	(ii)	Shared power to vote or direct the vote:	831,600
	(iii)	Sole power to dispose or to direct the disposition of:	119,546
	(iv)	Shared power to dispose or to direct the disposition of:	831,600

(1) The amount reported includes:

(a) 103,496 shares of common stock, par value $0.01 per share (“Common Stock”) directly held by the reporting person over which the reporting person has sole voting and dispositive power;

(b) 303,200 shares of Common Stock held by the Bernstein Fund Limited Partnership, (the reporting person owns 16.7%) that the reporting person shares voting and dispositive power;

(c) 204,400 shares of Common Stock held by SandBern Ventures, LLC (the reporting person owns 66.67%) that the reporting person shares voting and dispositive power;

(d) 324,000 shares of Common Stock held by the reporting person’s father, through whom he has a general power of attorney and that the reporting person shares voting and dispositive power; and

(e) 16,050 shares of Common Stock underlying options that are currently exercisable or are exercisable within 60 days of December 31, 2020 that the reporting person is deemed to have sole voting and dispositive power.

(2) All shares of Common Stock beneficially owned by the reporting person represent 6.92% of the outstanding Common Stock of the Issuer based on 13,753,529 shares of Common Stock outstanding as of December 31, 2020.

Excludes 15,900 shares of Common Stock underlying options that are subject to vesting.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

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.

Item 10. Certification

Not Applicable.

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CUSIP No. 139737100 13G Page 5 of 5 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

February 11, 2021

/s/ Joshua Bernstein
Joshua Bernstein

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