FIRST UNITED CORP/MD/ — Major Shareholding Notification 2019

Jan 30, 2019

SC 13G/A 1 fp0039005_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 4)

FIRST UNITED CORPORATION
(Name of Issuer) Common Stock
(Title of Class of Securities) 33741H107
(CUSIP Number) December 31, 2018

(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)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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• 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 the disclosures provided in a prior cover page.

The information required in 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 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 ).

(Continued on following pages)

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CUSIP NO. 33741H107 13G Page 2 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS M3 FUNDS, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED STATES OF AMERICA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 182,427 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 182,427 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,427 shares of Common Stock |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.58% of the outstanding shares of Common Stock |
| 12 | TYPE
OF REPORTING PERSON OO (Limited Liability Company) |

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CUSIP NO. 33741H107 13G Page 3 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS M3 PARTNERS, LP |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF DELAWARE, UNITED STATES OF AMERICA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 182,427 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 182,427 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,427 shares of Common Stock |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.58% of the outstanding shares of Common Stock |
| 12 | TYPE
OF REPORTING PERSON PN (Limited Partnership) |

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CUSIP NO. 33741H107 13G Page 4 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS M3F, INC. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION STATE OF UTAH, UNITED STATES OF AMERICA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 182,427 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 182,427 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,427 shares of Common Stock |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.58% of the outstanding shares of Common Stock |
| 12 | TYPE
OF REPORTING PERSON CO, IA |

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CUSIP NO. 33741H107 13G Page 5 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS Jason A. Stock |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 182,427 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 182,427 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,427 shares of Common Stock |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.58% of the outstanding Common Stock |
| 12 | TYPE
OF REPORTING PERSON IN |

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CUSIP NO. 33741H107 13G Page 6 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS William C. Waller |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER N/A |
| --- | --- |
| 6 | SHARED
VOTING POWER 182,427 shares of Common Stock |
| 7 | SOLE
DISPOSITIVE POWER N/A |
| 8 | SHARED
DISPOSITIVE POWER 182,427 shares of Common Stock |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,427 shares of Common Stock |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.58% of the outstanding Common Stock |
| 12 | TYPE
OF REPORTING PERSON IN |

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Item 1. (a) Name of Issuer:

First United Corporation (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

19 South Second Street

Oakland, MD 21550

Item 2. (a) Name of Persons Filing:

M3 Funds, LLC

M3 Partners, LP

M3F, Inc.

Jason A. Stock

William C. Waller

(b) Address of Principal Business Office or, if None, Residence:

For all persons filing:

10 Exchange Place, Suite 510

Salt Lake City, UT 84111

(c) Citizenship:

M3 Funds, LLC is a Delaware limited liability company

M3 Partners, LP is a Delaware limited partnership

M3F, Inc. is a Utah corporation

Mr. Stock and Mr. Waller are United States citizens

(d) Title of Class of Securities:

Common Stock

(e) CUSIP Number:

33741H107

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable. Filed pursuant to Rule 13d-1(c).

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Item 4. Ownership.

	M3 Funds, LLC	M3 Partners, LP	M3F, Inc.	Jason A. Stock	William C. Waller
(a) Amount Beneficially Owned:	182,427	182,427	182,427	182,427	182,427
(b) Percent of Class:	2.58%	2.58%	2.58%	2.58%	2.58%
(c) Number of Shares to Which Reporting Person Has:
(i) Sole Voting Power:	N/A	N/A	N/A	N/A	N/A
(ii) Shared Voting Power:	182,427	182,427	182,427	182,427	182,427
(iii) Sole Dispositive Power:	N/A	N/A	N/A	N/A	N/A
(iv) Shared Dispositive Power:	182,427	182,427	182,427	182,427	182,427

The reported shares are the Issuer’s common stock.

All of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.

Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.

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 [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

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.

Item 10. Certification.

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: January 29, 2019
M3 PARTNERS, LP
By:	M3 Funds, LLC, General Partner
By:	/s/ Jason A. Stock
Name:	Jason A. Stock
Title:	Manager
Date: January 29, 2019
M3 FUNDS, LLC
By:	/s/ Jason A. Stock
Name:	Jason A. Stock
Title:	Manager
Date: January 29, 2019
M3F, INC.
By:	/s/ Jason A. Stock
Name:	Jason A. Stock
Title:	Managing Director
Date: January 29, 2019
/s/ Jason A. Stock
Jason A. Stock
Date: January 29, 2019
/s/ William C. Waller
William C. Waller