UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
MARLIN BUSINESS SERVICES CORP.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
571157106
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
1999 Avenue of the Stars, Suite 1100, PMB #314
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 2 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
Red Mountain Capital Partners LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
147,550 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
147,550 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,550 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IA, OO – Limited Liability Company | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 3 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
Red Mountain Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
WC (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
PN – Limited Partnership | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 4 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
RMCP GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
OO – Limited Liability Company | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 5 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
Red Mountain Investors I LLC – Series A | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
OO – Series Limited Liability Company | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 6 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
RMCP Manager LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
OO – Limited Liability Company | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 7 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
Red Mountain Capital Management, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
204,499 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
204,499 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,499 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
CO – Corporation | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 8 OF 13 PAGES |
| 1 |
NAME OF REPORTING PERSONS
Willem Mesdag | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
361,069 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
361,069 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,069 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IN – Individual | |||||
* See Instructions
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 9 OF 13 PAGES |
This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2009, as amended by Amendment No. 1 thereto, filed with the SEC on December 21, 2009, Amendment No. 2 thereto, filed with the SEC on January 5, 2010, Amendment No. 3 thereto filed with the SEC on May 18, 2011, Amendment No. 4 thereto filed with the SEC on December 22, 2014, and Amendment No. 5 thereto filed with the SEC on April 21, 2021 (collectively, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), (iii) RMCP GP LLC, a Delaware limited liability company, (“RMCP GP”), (iv) Red Mountain Investors I LLC – Series A, a Delaware series limited liability company (“RMI Series A”), (v) RMCP Manager LLC, a Delaware limited liability company (“RMCP Manager”), (vi) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”) , and (vii) Willem Mesdag, a natural person and U.S. citizen (together with RMCP LLC, RMP, RMCP GP, RMI Series A, RMCP Manager and RMCM, collectively, the “Reporting Persons”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Marlin Business Services Corp., a Pennsylvania corporation (“Marlin”). The filing of any amendment to this Schedule 13D shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is hereby amended to include the following information:
On August 9, 2021, RMP and RMI Series A made an in-kind distribution of 2,932,510 shares of Common Stock to their respective equity owners for no consideration.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b), 5(c) and 5(e) of this Schedule 13D are hereby amended and restated as follows:
| (a) – (b) | RMP and RMI Series A are no longer beneficial owners of any shares of Common Stock. | |
| RMCP LLC beneficially owns, in the aggregate, 147,550 shares of Common Stock, which represent approximately 1.2% of the outstanding Common Stock. RMCP LLC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 147,550 shares of Common Stock. Because each of RMCM and Mr. Mesdag may be deemed to control, directly or indirectly, RMCP LLC , each of RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP LLC. | ||
| RMCM beneficially owns, in the aggregate, 56,949 shares of Common Stock, which represent approximately 0.5% of the outstanding Common Stock. RMCM has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 56,949 shares of Common Stock. Because Mr. Mesdag may be deemed to control, directly or indirectly, RMCM, Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCM. | ||
| Willem Mesdag beneficially owns an additional 156,570 shares of Common Stock, which represent approximately 1.3% of the outstanding Common Stock. Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all such 156,570 shares of Common Stock beneficially owned. | ||
| (c) | The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c). | |
| (e) | As of August 9, 2021, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock. | |
| (1) | All calculations of percentage ownership in this Schedule 13D are based on the 12,026,456 shares of Common Stock outstanding as of July 23, 2021, as reported in the Quarterly Report on Form 10-Q filed by Marlin with the SEC on July 30, 2021. |
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 10 OF 13 PAGES |
| The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, J. Christopher Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. |
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 11 OF 13 PAGES |
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.
Dated: September 16, 2021
| RED MOUNTAIN CAPITAL PARTNERS LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN PARTNERS, L.P. | ||||
| By: | RMCP GP LLC, its general partner | |||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN INVESTORS I LLC – SERIES A. | ||||
| By: | RMCP Manager LLC, its managing member | |||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RMCP MANAGER LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 12 OF 13 PAGES |
| RMCP GP LLC | ||
| /s/ Willem Mesdag | ||
| By: | Willem Mesdag | |
| Title: | Authorized Signatory | |
| RED MOUNTAIN CAPITAL MANAGEMENT, INC. | ||
| /s/ Willem Mesdag | ||
| By: | Willem Mesdag | |
| Title: | President | |
| WILLEM MESDAG | ||
| /s/ Willem Mesdag | ||
| CUSIP No. 571157106 | SCHEDULE 13D/A | PAGE 13 OF 13 PAGES |
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Joint Filing Agreement, dated as of June 15, 2009, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on June 15, 2009). | |
| 99.2 | Joint Filing Agreement, dated as of December 22, 2014, by and among the Reporting Persons (incorporated by reference to Exhibit 99.2 to Amendment No. 4 to this Schedule 13 D filed by the Reporting Persons with the SEC on December 22, 2014). | |
| 99.3 | Voting Agreement, dated as of April 18, 2021, by and among Madeira Holdings, LLC, Red Mountain Partners, L.P., and Red Mountain Investors I LLC – Series A (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Marlin Business Services Corp. with the SEC on April 20, 2021). | |