Schedule 13D Merrill W. Sherman
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bancorp Rhode Island, Inc.
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(Name of Issuer)
Common Stock $0.01 par value per share
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(Title of Class of Securities)
059690 10 7
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(CUSIP Number)
Margaret D. Farrell, Esquire
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
CUSIP No. 059690 10 7
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Merrill W. Sherman
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Not applicable.
(b) Not applicable.
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power
Shares 219,613*
Beneficially ------------------------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting ------------------------------------------------------------------
Person With 9. Sole Dispositive Power
219,613*
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 219,613*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 5.59%
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
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Common Stock $0.01 par value per share ("Common Stock"), Bancorp Rhode Island,
Inc., One Turks Head Place, Providence, Rhode Island 02903.
Item 2. Identity and Background
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(a) Merrill W. Sherman;
(b) One Turks Head Place, Providence, Rhode Island 02903;
(c) President, Chief Executive Officer and Director of Bancorp Rhode
Island, Inc., (the "Issuer");
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding;
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction with respect to, and the Reporting Person is
not subject to a judgment, decree or final order enjoining violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws; and
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
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The funds used to purchase certain securities herein described came from the
personal resources of the Reporting Person. Other securities described herein
were granted by the Issuer as incentive compensation. This amended filing is
being made to report changes in the Reporting Person's beneficial ownership of
the Common Stock of the Issuer due to the scheduled vesting of certain of the
Reporting Person's options to purchase Common Stock.
Item 4. Purpose of Transaction
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The Reporting Person, who serves as Director, President and Chief Executive
Officer of the Issuer has acquired certain of the shares over time as an
investment and other shares and options as incentive compensation. The Reporting
Person has no plans, in her capacity as an individual investor, which relate to
or would result in: (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of the securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
In her capacity as a director or as an executive officer of the Issuer, the
Reporting Person may, from time to time, have a role in formulating plans which
relate to or would result in any of the foregoing actions, which would be
disclosed by the Issuer as required under applicable law. The Reporting Person
has no such plans in her capacity as an investor.
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number of securities identified pursuant to Item 1 is
219,613, which includes 7,700 Shares of Restricted Stock and 150,913
options to purchase the Issuer's Common Stock exercisable within 60
days, representing 5.56% of the class of securities outstanding based
upon the most recently available filing provided by the Issuer's
transfer agent;
(b) The number of shares as to which there is sole power to vote or to
direct the vote is 219,613, which includes 7,700 Shares of Restricted
Stock and 150,913 options to purchase the Issuer's Common Stock
exercisable within 60 days; the number of shares as to which there is
sole power to dispose or to direct the disposition is 219,613, which
includes 7,700 Shares of Restricted Stock and 150,913 options to
purchase the Issuer's Common Stock exercisable within 60 days;
(c) On July 24, 2002, the Reporting Person exercised certain stock options
that were fully vested and exercisable and purchased 10,000 shares of
the Issuer's Common Stock at $10.00 per share, for an aggregate
purchase price of $100,000;
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, such securities;
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer None.
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Item 7. Material to Be Filed as Exhibits
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None.
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.
February 14, 2003
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Date
/s/ Merrill W. Sherman
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Signature
Merrill W. Sherman
President and Chief Executive Officer
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Name/Title
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* Includes 7,700 shares of restricted stock and 150,913 options to
purchase the Issuer's Common Stock exercisable within 60 days.