PEOPLES BANCORP OF NORTH CAROLINA INC

Major Shareholding Notification • Feb 11, 2021

SC 13G/A 1 f210210sc13ga13.htm AMENDMENT NO. 13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Peoples Bancorp of North Carolina, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

710577107

(CUSIP Number)

December 31, 2020

(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 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).

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CUSIP No. 710577107 13G/A Page 2 of 11 Pages

1	NAME OF REPORTING PERSON Tontine Financial Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
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 -0-
	6	SHARED VOTING POWER 216,417
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 216,417
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,417
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.74%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 710577107 13G/A Page 3 of 11 Pages

1	NAME OF REPORTING PERSON Tontine Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
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 -0-
	6	SHARED VOTING POWER 216,417
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 216,417
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,417
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.74%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 710577107 13G/A Page 4 of 11 Pages

1	NAME OF REPORTING PERSON Tontine Asset Associates, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
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 -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 -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 710577107 13G/A Page 5 of 11 Pages

1	NAME OF REPORTING PERSON Jeffrey L. Gendell
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
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 216,417
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 216,417
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,417
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.74%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 710577107 13G/A Page 6 of 11 Pages

Item 1(a).
The name of the issuer is Peoples Bancorp of North Carolina, Inc. (the “Company”).

Item 1(b).
The Company’s principal executive offices are located at 518 West C Street, Newton, North Carolina 28658.

Item 2(a).
This statement is filed by:
(i)	Tontine Financial Partners, L.P., a Delaware limited partnership (“TFP”) with respect to the shares of Common Stock directly owned by it;
(ii)	Tontine Management, L.L.C., a limited liability company organized under the laws of the State of Delaware (“TM”), which serves as general partner of TFP, with respect to the shares of Common Stock directly owned by TFP;
(iii)	Tontine Asset Associates, LLC, a limited liability company organized under the laws of the State of Delaware (“TAA”), which serves as general partner of Tontine Capital Overseas Master Fund II, LP (“TCOM II”), with respect to the shares of Common Stock directly owned by TCOM II; and
(iv)	Jeffrey L. Gendell, a United States citizen
(“Mr. Gendell”), who serves as the Managing Member of TM and TAA, with respect to the shares of Common Stock owned
directly by TFP and TCOM II.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
The address of the business office of each of the Reporting Persons is 1 Sound Shore Drive, Suite 304, Greenwich, CT 06830-7251.

Item 2(c).
See Item 2(a) above.

Item 2(d).
Common Stock, no par value (the “Common Stock”).

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CUSIP No. 710577107 13G/A Page 7 of 11 Pages

Item 2(e).
710577107

Item 3. — (a)	☐	Broker or dealer registered under Section 15 of the Act;
(b)	☐	Bank as defined in Section 3(a)(6) of the Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not Applicable .

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CUSIP No. 710577107 13G/A Page 8 of 11 Pages

ITEM 4. OWNERSHIP

A. — (a)	Amount beneficially owned: 216,417
(b)	Percent of class: 3.74%. The percentages
used herein and in the rest of this Schedule 13G/A are calculated based upon the 5,787,504 shares of Common Stock issued and
outstanding as of October 31, 2020, as set forth in the Company’s Quarterly Report Form 10-Q for the quarterly period
ending September 30, 2020 filed with the Securities and Exchange Commission on November 4, 2020.
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 216,417
	(iii)	Sole power to dispose or direct the disposition of: -0-
	(iv)	Shared power to dispose or direct the disposition of: 216,417

B. — (a)	Amount beneficially owned: 216,417
(b)	Percent of class: 3.74%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 216,417
	(iii)	Sole power to dispose or direct the disposition of: -0-
	(iv)	Shared power to dispose or direct the disposition of: 216,417

C. — (a)	Amount beneficially owned: -0-
(b)	Percent of class: 0%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition of: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-

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CUSIP No. 710577107 13G/A Page 9 of 11 Pages

D. — (a)	Amount beneficially owned: 216,417
(b)	Percent of class: 3.74%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: 216,417
	(iii)	Sole power to dispose or direct the disposition of: -0-
	(iv)	Shared power to dispose or direct the disposition of: 216,417

Item 5.
Not applicable.

Item 6.

TM, the general partner of TFP, has the power to direct the affairs of TFP, including directing the receipt of dividends from or the proceeds from the sale of such shares. TAA, the general partner of TCOM II, has the power to direct the affairs of TCOM II, including directing the receipt of dividends from or the proceeds from the sale of such shares. Mr. Gendell is the Managing Member of TM and TAA and in that capacity directs their operations.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

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CUSIP No. 710577107 13G/A Page 10 of 11 Pages

ITEM 10. CERTIFICATION

| Each of the Reporting Persons hereby makes the following certification: |
| --- |
| By signing below each Reporting Person 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, other than activities solely
in connection with a nomination under § 240.14a-11. |

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CUSIP No. 710577107 13G/A Page 11 of 11 Pages

SIGNATURES

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

DATE: February 11, 2021

/s/ Jeffrey L. Gendell
Jeffrey L. Gendell, individually, and as managing member of Tontine Management, L.L.C., for itself and as the general partner of Tontine Financial Partners, L.P., and as managing member of Tontine Asset Associates, LLC

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