SC 13D 1 mbcn11102021.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. _2_)*

MIDDLEFIELD BANC CORP

(Name of Issuer)

Common Shares

(Title of Class of Securities)

596304204

(CUSIP Number)

Frederick DiSanto
C/O Ancora Holdings Group, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

11/9/2021

(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 §§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 §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

|  | 13D |  |

1. |  | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ancora Advisors, LLC 33-1099773 |  |
2. |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |  |
3. |  | SEC USE ONLY |  |
4. |  | SOURCE OF FUNDS (see instructions) OO, AF |  |
5. |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |  |
6. |  | CITIZENSHIP OR PLACE OF ORGANIZATION State of Nevada, United States of America |  |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |  | 7. |  | SOLE VOTING POWER 464,479
| 8. |  | SHARED VOTING POWER 00,000
| 9. |  | SOLE DISPOSITIVE POWER 464,479
| 10. |  | SHARED DISPOSITIVE POWER 00,000

11. |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,479 |  |
12. |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |  |
13. |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.56% |  |
14. |  | TYPE OF REPORTING PERSON (see instructions) OO, AF |  |

Item 1. Security and Issuer.

This statement relates to the shares of the (MBCN) Middlefield Banc Corp. The address of the issuer is 15985 East High Street, Middlefield, Ohio.

Item 2. Identity and Background.

Ancora Holdings Group, LLC is the parent company of four investment advisors registered with the SEC under the Investment Advisors Act, as amended: Ancora Advisors LLC, Ancora Alternatives LLC, Ancora Family Wealth Advisors, & Ancora Retirement Plan Advisors (collectively, the "Ancora RIAs"). This statement is filed by Ancora Advisors, LLC and includes, if applicable, Shares that may be deemed to be beneficially owned by the other Ancora RIAs. Ancora Advisors, LLC is the investment advisor to the Ancora Trust, which includes the Ancora Income Fund, Ancora/Thelen Small-Mid Cap Fund, Ancora Dividend Value Equity Fund and Ancora MicroCap Fund (Ancora Family of Mutual Funds), which are registered with the SEC as investment companies under the Investment Company Act, as amended. The address of the principal office of Ancora Advisors, LLC is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

Ancora has the power to dispose of the shares owned by the investment clients for which it acts as advisor, including Ancora’s private Funds, Merlin Partners, Ancora Catalyst LP, their related SPV, series and managed accounts, as well as the Ancora Family of Mutual Funds. Ancora disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

Other than as disclosed immediately below, during the last five years the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 18, 2018, Ancora Advisors LLC entered into a settlement with the SEC regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 ("Advisers Act") and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora consented to the Order and paid a penalty in the amount of $100,000.

Item 3. Source or Amount of Funds or Other Consideration.

Ancora Advisors owns no Shares directly but Ancora Advisors may be deemed to beneficially own (within the meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934) Shares purchased for or transferred to the accounts of investment management clients. Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

Ancora’s Private Funds, Merlin Partners, Ancora Catalyst Fund LP, their related SPV, series and managed accounts, Ancora Family of Mutual Funds, Employees of Ancora and Owners of Ancora holdings, have used available and uncommitted cash to purchase shares of the Issuer.

Item 4. Schedule 13D Disclosure.

On November 9, 2021, the Reporting Persons sent a letter to the Issuer containing a stockholder proposal under Rule 14a-8 requesting that the Board of Directors consider taking the steps necessary to achieve a sale, merger, or other disposition of the Company on terms that will maximize shareholder value as expeditiously as possible. A copy of the letter and proposal are attached hereto as Exhibit B.

Item 5. Interest in Securities of the Issuer.

The following list sets forth the aggregate number and percentage (based on 6,146,389 Shares of Common Stock outstanding on August 5, 2021) of outstanding shares of Common Stock owned beneficially by the Reporting Persons::

Name | No. Of Shares | Percent of Class
--- | --- | ---
Ancora Owners/Employees (1) | 1,700 | 0.03
Ancora Funds & Partnerships (2) | 345,928 | 5.63
Ancora SMA (3) | 118,551 | 1.90
TOTAL | 464,479 | 7.56

(1) These Shares are owned by the owners and employees of Ancora in Ancora managed accounts.

(2) These Shares are owned by the Ancora Family of Mutual Funds and/or Investment Partnerships, including Merlin Partners and Ancora Catalyst Fund LP, and their related SPV series, for which Ancora Alternatives LLC is the General Partner.

(3) These Shares are owned by investment clients in Separately Managed Accounts “SMA” of Ancora Advisors, LLC and include, if applicable, Shares owned by investment clients of the other affiliated Ancora RIAs. The Ancora RIAs do not own these Shares directly, but by virtue of the investment management agreements between the Ancora RIAs and their investment clients, each Ancora RIA may be deemed to beneficially own Shares by reason of its power to vote and dispose of such Shares. Each applicable Ancora RIA disclaims beneficial ownership of such Shares.

The transactions in the Shares by the Reporting Persons are set forth in Exhibit A and are incorporated herein by reference. No person other than the persons referenced herein is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. Where shares may be considered to be listed in more than one category the reporting person has select what they believe is the most applicable category and has not duplicated ownership.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

Exhibit A: "Relevant Transactions in Shares" (since the last filing).

Date of Transaction | Buy/Sell | Amount of Security | Price Per Shares
--- | --- | --- | ---
11/1/2021 | BUY | 5,700 | $ 25.54
11/2/2021 | BUY | 1,410 | $ 25.56
11/3/2021 | BUY | 17,089 | $ 25.78
11/3/2021 | SELL | 15,508 | $ 25.75
11/4/2021 | BUY | 1,478 | $ 25.30
11/4/2021 | SELL | 64 | $ 25.20
11/9/2021 | BUY | 36,000 | $ 26.02

Exhibit B: Ancora’s November 9, 2021 Letter to: Middlefield Banc Corp. Board of Directors

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.

Ancora Holdings Group, LLC
/s/ Frederick DiSanto Frederick DiSanto
Chairman and Chief Executive Officer
November 10, 2021