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MANULIFE FINANCIAL CORP

Major Shareholding Notification Feb 14, 2019

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SC 13G/A 1 evans3545511-sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G **Under the Securities Exchange Act of 1934 (Amendment No. 4) ***

Evans Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29911Q208
(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:

X
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 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 ("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).

Page 1 of 8

CUSIP No. 29911Q208

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE
ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | -0- |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | -0- |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC, and Manulife Asset Management Limited. | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | |
| | See
line 9 above. | |
| 12 | TYPE OF REPORTING PERSON * | |
| | HC | |
|
SEE
INSTRUCTIONS | | |

Page 2 of 8

CUSIP No. 29911Q208

1 NAME OF REPORTING PERSON Manulife Asset Management (US) LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ☐ (b) ☐
N/A
3 SEC USE
ONLY
4 CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person With 5 SOLE VOTING POWER
333,025
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
333,025
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
333,025
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
6.89%
12 TYPE OF REPORTING PERSON *
IA
*SEE
INSTRUCTIONS

Page 3 of 8

CUSIP No. 29911Q208

1 NAME OF REPORTING PERSON Manulife Asset Management Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ☐ (b) ☐
N/A
3 SEC USE
ONLY
4 CITIZENSHIP OR PLACE OF
ORGANIZATION Canada
Number of Shares Beneficially Owned by Each Reporting Person With 5 SOLE VOTING POWER
4075
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
4075
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
0.08%
12 TYPE OF REPORTING PERSON *
FI
*SEE
INSTRUCTIONS

Page 4 of 8

Item 1(a) Name of Issuer :
Evans Bancorp, Inc.
Item 1(b) Address of Issuer's
Principal Executive Offices : One Grimsby Drive Hamburg, New York, 14075
Item 2(a) Name of Person
Filing : This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries,
Manulife Asset Management (US) LLC ("MAM (US)"), and Manulife Asset Management Limited ("MAML").
Item 2(b) Address of Principal
Business Office : The principal business offices of MFC, MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5. The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.
Item 2(c) Citizenship : MFC, and MAML are organized and exist under the laws of Canada. MAM (US) is organized and exists under the laws of the State of Delaware.
Item 2(d) Title of Class of
Securities : Common Stock
Item 2(e) CUSIP
Number : 29911Q208
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 :
MFC: (g)
(X) a parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
MAM (US): (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
MAML: (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Page 5 of 8

Item 4 Ownership :
(a) Amount Beneficially Owned : MAM (US) has beneficial ownership of 333,025 shares of Common Stock, and MAML has beneficial ownership of 4075 shares of Common
Stock. Through its parent-subsidiary relationship to MAM (US) and MAML, MFC may be deemed to have beneficial ownership of these
same shares.
(b) Percent of Class : Of the 4,830,825 shares of Common Stock outstanding as of October 30, 2018, according to the Form 10-K filed by the issuer
with the Securities and Exchange Commission on November 1, 2018, MAM (US) held 6.89% and MAML held 0.08%.
(c) Number of shares as to which the person
has :
(i) sole power to vote or to
direct the vote: MAM (US) and MAML each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by
each of them.
(ii) shared power to vote or
to direct the vote: -0-
(iii) sole power to dispose or
to direct the disposition of: MAM (US) and MAML each has sole power to dispose or to direct the disposition
of the shares of Common Stock beneficially owned by each of them.
(iv) shared power to dispose
or to direct the disposition of: -0-
Item
5 Ownership of Five
Percent or Less of a Class : Not applicable.
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 or Control
Person : See Items 3 and
4 above.
Item 8 Identification and
Classification of Members of the Group : Not applicable.
Item 9 Notice of Dissolution
of Group : Not
applicable.
Item 10 Certification : By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the
securities referred to above were acquired and are held in the ordinary course of business and 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, and (ii) the foreign regulatory scheme applicable to
MAML, is substantially comparable to the regulatory scheme applicable to the functionally equivalent
U.S. institution. The undersigned also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.

Page 6 of 8

SIGNATURE

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

Manulife Financial Corporation — By: /s/ Susie Rafael
Name: Susie Rafael
Dated: February 6, 2019 Title: Agent*
Manulife Asset
Management (US) LLC
By: /s/ Paul Donahue
Name: Paul Donahue
Dated: February 5, 2019 Title: Chief Compliance Officer
Manulife Asset Management Limited
By: /s/ Christopher Walker
Name: Christopher Walker
Dated: February 5, 2019 Title: Chief Compliance Officer
  • Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 7 of 8

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No. 4) to which this Agreement is attached, relating to the Common Stock of Evans Bancorp, Inc., is filed on behalf of each of them.

| | Manulife Financial
Corporation — By: | /s/ Susie Rafael |
| --- | --- | --- |
| | Name: | Susie Rafael |
| Dated: February 6, 2019 | Title: | Agent* |
| | Manulife Asset
Management (US) LLC | |
| | By: | /s/ Paul Donahue |
| | Name: | Paul Donahue |
| Dated: February 5, 2019 | Title: | Chief Compliance Officer |
| | Manulife Asset Management Limited | |
| | By: | /s/ Christopher Walker |
| | Name: | Christopher Walker |
| Dated: February 5, 2019 | Title: | Chief Compliance Officer |

  • Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

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