PLUMAS BANCORP — Major Shareholding Notification 2017

Jan 27, 2017

SC 13G/A 1 d337058dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Plumas Bancorp

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

729273102

(CUSIP Number)

December 31, 2016

(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).

CUSIP No. 729273102 13G Page 2 of 9

| 1 | NAMES OF REPORTING PERSONS Siena Capital Partners I, L.P. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 343,768 | | | 7 | SOLE DISPOSITIVE POWER 0 | | | 8 | SHARED DISPOSITIVE POWER 343,768 | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 343,768 | | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%(1) | | | 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |

(1) Based on 4,874,475 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

CUSIP No. 729273102 13G Page 3 of 9

| 1 | NAMES OF REPORTING PERSONS Siena Capital Partners Accredited, L.P. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 8,979 | | | 7 | SOLE DISPOSITIVE POWER 0 | | | 8 | SHARED DISPOSITIVE POWER 8,979 | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,979 | | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%(1) | | | 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |

(1) Based on 4,874,475 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

CUSIP No. 729273102 13G Page 4 of 9

| 1 | NAMES OF REPORTING PERSONS Siena Capital Management, LLC | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 352,747 | | | 7 | SOLE DISPOSITIVE POWER 0 | | | 8 | SHARED DISPOSITIVE POWER 352,747 | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 352,747 | | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.2%(1) | | | 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |

(1) Based on 4,874,475 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

CUSIP No. 729273102 13G Page 5 of 9

Item 1(a) Name of Issuer:

Plumas Bancorp

Item 1(b) Address of Issuer’s Principal Executive Offices:

35 S. Lindan Avenue

Quincy, California 95971

Item 2(a) Name of Person Filing:

(i) Siena Capital Partners I, L.P.

(ii) Siena Capital Partners Accredited, L.P.

(ii) Siena Capital Management, LLC

Item 2(b) Address of Principal Business Office or, if none, Residence:

100 N. Riverside Plaza, Suite 1630

Chicago, Illinois 60606

Item 2(c) Citizenship:

(i) Siena Capital Partners I, L.P. is a Delaware limited partnership.

(ii) Siena Capital Partners Accredited, L.P. is a Delaware limited partnership.

(ii) Siena Capital Management, LLC is a Delaware limited liability company.

Item 2(d) Title of Class of Securities:

Common Stock, no par value (“Common Stock”)

Item 2(e) CUSIP Number:

729273102

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:

Not applicable

ITEM 4. Ownership

(a) Amount beneficially owned: As of December 31, 2016, Siena Capital Partners I, L.P. may be deemed to beneficially own 343,768 shares of Common Stock of Plumas Bancorp (the “Issuer”), Siena Capital Partners Accredited, L.P. may be deemed to own 8,979 shares of Common Stock of the Issuer and Siena Capital Management, LLC may be deemed to beneficially own 352,747 shares of Common Stock of the Issuer. Siena Capital Management is the general partner of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P.

(b) Percent of class: Siena Capital Partners I, L.P. may be deemed to beneficially own 7.1% of the Common Stock of the Issuer, Siena Capital Partners Accredited, L.P. may be deemed to own 0.2% of the Common Stock of the Issuer and Siena Capital Management, LLC may be deemed to beneficially own 7.2% of the Common Stock of the Issuer. The percentages are based on 4,874,475 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.

CUSIP No. 729273102 13G Page 6 of 9

(c) Number of shares as to which Siena Capital Partners I, L.P. has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 343,768.

(iii) Sole power to dispose or direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 343,768.

Number of shares as to which Siena Capital Partners Accredited, L.P. has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 8,979.

(iii) Sole power to dispose or direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 8,979.

Number of shares as to which Siena Capital Management, LLC has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 352,747.

(iii) Sole power to dispose or direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 352,747.

Each of Siena Capital Partners I, L.P. and Siena Capital Partners Accredited, L.P. disclaims beneficial ownership over the shares of Common Stock beneficially owned by the other.

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

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group

Not Applicable.

CUSIP No. 729273102 13G Page 7 of 9

ITEM 9. Notice of Dissolution of Group

Not Applicable.

ITEM 10. Certification

By signing below the undersigned certify that, to the best of their 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.

CUSIP No. 729273102 13G Page 8 of 9

SIGNATURE

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.

Date: January 27, 2017

SIENA CAPITAL PARTNERS I, L.P. — By:	Siena Capital Management, LLC, its General Partner
	By:	/s/ Daniel Kanter
		Name: Daniel Kanter
		Title: President
SIENA CAPITAL PARTNERS ACCREDITED, L.P.
By:	Siena Capital Management, LLC, its General Partner
	By:	/s/ Daniel Kanter
		Name: Daniel Kanter
		Title: President
SIENA CAPITAL MANAGEMENT, LLC
	By:	/s/ Daniel Kanter
		Name: Daniel Kanter
		Title: President