|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Mountain Commerce Bancorp, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
624004107 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
Fourthstone 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:
0.00 6
Shared Voting Power:
436,349.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
436,349.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
436,349.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
6.83 % |
| 12 |
Type of Reporting Person (See Instructions)
IA |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
Fourthstone Master Opportunity Fund Ltd |
| 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
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
316,491.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
316,491.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
316,491.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
4.95 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
Fourthstone GP 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:
0.00 6
Shared Voting Power:
119,858.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
119,858.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
119,858.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
1.87 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
Fourthstone QP Opportunity Fund LP |
| 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:
0.00 6
Shared Voting Power:
96,923.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
96,923.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
96,923.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
1.52 % |
| 12 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
Fourthstone Small-Cap Financials Fund LP |
| 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:
0.00 6
Shared Voting Power:
22,935.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
22,935.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,935.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
0.36 % |
| 12 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 624004107 |
| 1 |
Names of Reporting Persons
L. Phillip Stone, IV |
| 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
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
436,349.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
436,349.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
436,349.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
6.83 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | ||
| (a) |
Name of issuer:
Mountain Commerce Bancorp, Inc. | |
| (b) |
Address of issuer's principal executive offices:
6101 Kingston Pike, Knoxville, TN 37919 | |
| Item 2. | ||
| (a) |
Name of person filing:
This Schedule 13G is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser ("Fourthstone"). The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands ("Fourthstone Master Opportunity Fund"), a Delaware Limited Partnership ("Fourthstone QP Opportunity"), a Delaware Limited Partnership ("Fourthstone Small-Cap Financials"), a Delaware Limited Liability Company ("Fourthstone GP," General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a "Reporting Person" and, together, the "Reporting Persons"). Fourthstone directly holds 436,349 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify 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 effect. | |
| (b) |
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: The registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141. | |
| (c) |
Citizenship:
See response to Item 4 of each of the cover pages. | |
| (d) |
Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) |
CUSIP No.:
624004107 | |
| 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) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
Fourthstone LLC acquired the Issuer's shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of influencing the control of the Issuer. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone.The percentages reported in Row 11 of each cover page are based on 6,393,081 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 31, 2024, based on the Issuer's Q4 Earnings Release. | |
| (b) |
Percent of class:
6.83 %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
|
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
|
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
|
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Fourthstone LLC |
| Signature: | Amy M. Stone | |
| Name/Title: | Chief Executive Officer | |
| Date: | 05/13/2025 |
Fourthstone Master Opportunity Fund Ltd |
| Signature: | Amy M. Stone | |
| Name/Title: | Chief Executive Officer | |
| Date: | 05/13/2025 |
Fourthstone GP LLC |
| Signature: | L. Phillip Stone, IV | |
| Name/Title: | Managing Member of Fourthstone GP LLC | |
| Date: | 05/13/2025 |
Fourthstone QP Opportunity Fund LP |
| Signature: | Amy M. Stone | |
| Name/Title: | Chief Executive Officer | |
| Date: | 05/13/2025 |
Fourthstone Small-Cap Financials Fund LP |
| Signature: | Amy M. Stone | |
| Name/Title: | Chief Executive Officer | |
| Date: | 05/13/2025 |
L. Phillip Stone, IV |
| Signature: | L. Phillip Stone, IV | |
| Name/Title: | Self, Principal owner of Fourthstone LLC | |
| Date: | 05/13/2025 |