SC 13D/A 1 sc13da400322fir_09262019.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

First United Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

33741H107

(CUSIP Number)

J. ABBOTT R. COOPER

DRIVER MANAGEMENT COMPANY LLC

250 Park Avenue

7th Floor

New York, NY 10177

(212) 572-4811

with copies to:

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

EITAN HOENIG, ESQ.

KLUK FARBER LAW PLLC

166 Mercer Street, Suite 6B
New York, New York 10012
(646) 850-5009

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 26, 2019

(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.

1 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).

CUSIP NO. 33741H107

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Driver Opportunity Partners I LP |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC, OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Delaware |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 360,637 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 360,637 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 360,637 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 5.08%* |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | PN |

* The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

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CUSIP NO. 33741H107

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Driver Management Company LLC |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | AF, OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Delaware |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 360,637* |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 360,637* |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 360,637 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 5.08%** |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

* Solely in its capacity as general partner of Driver Opportunity Partners I LP. Driver Management Company LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

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CUSIP NO. 33741H107

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | J. Abbott R. Cooper |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | AF, OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | United States of America |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 360,637* |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | - 0 - |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 360,637* |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | - 0 - |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 360,637 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 5.08%** |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

* Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 360.637 shares of common stock as the controlling person of Driver Management Company LLC. Mr. Cooper disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

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CUSIP NO. 33741H107

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

| Item 4. | Purpose of Transaction.

Item 4 is hereby amended to add the following:

On September 26, 2019, Driver issued a press release (the “Press Release”, a copy of which is attached as Exhibit 99.1) and related presentation (the “Presentation”, a copy of which is attached as Exhibit 99.2).

| Item 7. | Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

| 99.1 | Press Release, dated September 26, 2019.

| 99.2 | Presentation, dated September 26, 2019.

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CUSIP NO. 33741H107

SIGNATURES

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

Dated: September 26, 2019

| Driver Opportunity Partners I LP
| By: | Driver Management Company LLC
|  | its general partner
| By: | /s/ J. Abbott R. Cooper
|  | Name: | J. Abbott R. Cooper
|  | Title: | Managing Member

| Driver Management Company LLC
| By: | /s/ J. Abbott R. Cooper
|  | Name: | J. Abbott R. Cooper
|  | Title: | Managing Member

| /s/ J. Abbott R. Cooper
| J. Abbott R. Cooper

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