BYBK / Bay Bancorp, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Bay Bancorp, Inc.
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DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 859222
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bay Bancorp, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
April 26, 2018 15-12G

BYBK / Bay Bancorp, Inc. 15-12G

OMB APPROVAL OMB Number: 3235-0167 Expires: April 30, 2018 Estimated average burden hours per response 1.

April 25, 2018 S-8 POS

BYBK / Bay Bancorp, Inc. S-8 POS

Registration No. 333-205735 As filed with the Securities and Exchange Commission on April 25, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (State or other jurisdiction of incor

April 25, 2018 S-8 POS

BYBK / Bay Bancorp, Inc. S-8 POS

S-8 POS 1 s8pos042518.htm S-8 POS Registration No. 333-198197 As filed with the Securities and Exchange Commission on April 25, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (St

April 25, 2018 S-8 POS

BYBK / Bay Bancorp, Inc. S-8 POS

S-8 POS 1 s8pos042518.htm S-8 POS Registration No. 333-82915 As filed with the Securities and Exchange Commission on April 25, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (Sta

April 25, 2018 S-8 POS

BYBK / Bay Bancorp, Inc. S-8 POS

Registration No. 333-120929 As filed with the Securities and Exchange Commission on April 25, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (State or other jurisdiction of incor

April 25, 2018 S-8 POS

BYBK / Bay Bancorp, Inc. S-8 POS

S-8 POS 1 s8pos042518.htm S-8 POS Registration No. 333-143104 As filed with the Securities and Exchange Commission on April 25, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (St

April 24, 2018 SC 13D/A

BYBK / Bay Bancorp, Inc. / H Bancorp LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) Eric D. Hovde 122 W. Washington Avenue Suite 350 Madison, WI 53703 608-255-5175 (Name, Address and Telephone Number of Pers

April 23, 2018 SC 13D/A

BYBK / Bay Bancorp, Inc. / HOVDE ERIC D - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) Eric D. Hovde 122 W. Washington Avenue Suite 350 Madison, WI 53703 608-255-5175 (Name, Address and Telephone Number of Pers

March 30, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation) (Commission File N

March 28, 2018 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction (Commission (IRS Employer of incorpo

March 28, 2018 10-K

BYBK / Bay Bancorp, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23090 BAY BANCORP

March 28, 2018 EX-21

Subsidiaries (filed herewith)

Exhibit 21 Subsidiaries of the Registrant Bay Bancorp, Inc. owns all of the issued and outstanding equity securities of Bay Bank, F.S.B, a federal savings bank (the “Bank”). The Bank owns all of the issued and outstanding equity securities of: (i) Flagship Acquisitions Trust, a Maryland statutory trust; (ii) Hopkins Properties, Inc.; (iii) Hopkins Financial Corporation; and (iv) Encore Mortgage, I

March 28, 2018 EX-3.7

Certificate of Correction filed with SDAT on March 23, 2018 (filed herewith)

Exhibit 3.7 BAY BANCORP, INC. CERTIFICATE OF CORRECTION Bay Bancorp, Inc., a Maryland corporation having its principal office at 7151 Columbia Gateway Drive, Suite A, Columbia, Maryland 21046 (the “Corporation”), on behalf of itself and, as successor thereto by statutory merger, on behalf of Hopkins Bancorp, Inc., files this Certificate of Correction pursuant to Section 1-207 of the Maryland Gener

March 9, 2018 8-K

Other Events

8-K 1 f8k030918.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Comm

March 9, 2018 425

BYBK / Bay Bancorp, Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Empl

March 9, 2018 DEFA14A

BYBK / Bay Bancorp, Inc. DEFA14A

DEFA14A 1 defa14a030918.htm DEFA14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Onl

March 9, 2018 425

OLBK / Old Line Bancshares, Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2018 Old Line Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 000-50345 20-0154352 (State or other jurisdiction (Commission File Number) (IRS

March 9, 2018 DEFA14A

BYBK / Bay Bancorp, Inc. DEFA14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 22, 2018 SC 13G/A

BYBK / Bay Bancorp, Inc. / Lawson Joel S. IV Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant To § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp Inc (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securi

February 21, 2018 DEFA14A

BYBK / Bay Bancorp, Inc. DEFA14A

DEFA14A 1 defa14a022118.htm DEFA14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Onl

February 21, 2018 8-K

Other Events

8-K 1 f8k022118.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (

February 21, 2018 425

BYBK / Bay Bancorp, Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

February 14, 2018 SC 13G/A

BYBK / Bay Bancorp, Inc. / EJF Capital LLC Passive Investment

SC 13G/A 1 ja13ga1-baybancorpejf.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the app

February 14, 2018 DEFM14A

BYBK / Bay Bancorp, Inc. DEFINITIVE PROXY STATEMENT

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 13, 2018 SC 13G/A

BYBK / Bay Bancorp, Inc. / Context BH Capital Management, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2018 SC 13G

BYBK / Bay Bancorp, Inc. / RMB Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 31, 2018 EX-99.1

Bay Bancorp, Inc. Announces Year and Fourth Quarter 2017 Results

EXHIBIT 99.1 Bay Bancorp, Inc. Announces Year and Fourth Quarter 2017 Results COLUMBIA, Md., Jan. 31, 2018 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $4.8 million, or $0.46 per basic common share and $0.45 per diluted common share, for the year ended December 31, 2017, compared to $2.0 m

January 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 31, 2018 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Num

January 3, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2018 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Em

November 9, 2017 10-Q

BYBK / Bay Bancorp, Inc. 10-Q (Quarterly Report)

10-Q 1 bybk-20170930x10q.htm 10-Q Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

October 27, 2017 EX-99.1

Bay Bancorp, Inc. Announces Record Third Quarter 2017 Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Bay Bancorp, Inc. Announces Record Third Quarter 2017 Results COLUMBIA, Md., Oct. 26, 2017 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income increased to $2.2 million, or $0.21 per basic common share and $0.20 per diluted common share, for the third

October 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 26, 2017 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Num

October 20, 2017 SC 13G

BYBK / Bay Bancorp, Inc. / Context BH Capital Management, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Bay Bancorp, Inc.

September 28, 2017 EX-2.1

Agreement and Plan of Merger, dated as of September 27, 2017, by and between Old Line Bancshares, Inc. and Bay Bancorp, Inc. (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC) (filed herewith)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and between OLD LINE BANCSHARES, INC. And BAY BANCORP, INC. Dated as of September 27, 2017 TABLE OF CONTENTS Page BACKGROUND 1 AGREEMENT 1 ARTICLE I. GENERAL 1 Section 1.1 Background. 1 Section 1.2 Definitions. 1 Section 1.3 The Merger and Related Transactions. 16 Section 1.4 The Bank Merger. 17 Section 1.5 Additional Actions. 17 ARTICLE II. CONSIDERATIO

September 28, 2017 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorpora

September 28, 2017 425

Bay Bancorp FORM 8-K/A (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorpora

September 28, 2017 EX-2.1

Agreement and Plan of Merger by and between Old Line Bancshares, Inc. and Bay Bancorp, Inc. dated as of September 27, 2017.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and between OLD LINE BANCSHARES, INC. And BAY BANCORP, INC. Dated as of September 27, 2017 TABLE OF CONTENTS Page BACKGROUND 1 AGREEMENT 1 ARTICLE I. GENERAL 1 Section 1.1 Background. 1 Section 1.2 Definitions. 1 Section 1.3 The Merger and Related Transactions. 16 Section 1.4 The Bank Merger. 17 Section 1.5 Additional Actions. 17 ARTICLE II. CONSIDERATIO

September 28, 2017 425

Bay Bancorp FORM 425 (Prospectus)

Filed by Bay Bancorp, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Old Line Bancshares, Inc. (Subject Company Commission File No.: 000-50345) Date: September 28, 2017 Old Line Bancshares, Inc. Bay Bancorp, Inc. Old Line Investor Contact James W. Cornelsen Josep

September 27, 2017 EX-99.1

OLD LINE BANCSHARES, INC. AND BAY BANCORP, INC. ANNOUNCE EXECUTION OF MERGER AGREEMENT CREATING MARYLAND’S THIRD LARGEST INDEPENDENT COMMERCIAL BANK

Exhibit 99.1 Old Line Bancshares, Inc. Bay Bancorp, Inc. Old Line Investor Contact James W. Cornelsen Joseph J. Thomas Mark A. Semanie President and Chief President and Chief Executive Vice President and Executive Officer Executive Officer Chief Operating Officer 301-430-2500 410-312-5400 301-430-2500 [email protected] [email protected] [email protected] PRESS RELEASE FOR IMMED

September 27, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 f8k092717.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of

September 27, 2017 EX-99.1

OLD LINE BANCSHARES, INC. AND BAY BANCORP, INC. ANNOUNCE EXECUTION OF MERGER AGREEMENT CREATING MARYLAND’S THIRD LARGEST INDEPENDENT COMMERCIAL BANK

Exhibit 99.1 Old Line Bancshares, Inc. Bay Bancorp, Inc. Old Line Investor Contact James W. Cornelsen Joseph J. Thomas Mark A. Semanie President and Chief President and Chief Executive Vice President and Executive Officer Executive Officer Chief Operating Officer 301-430-2500 410-312-5400 301-430-2500 [email protected] [email protected] [email protected] PRESS RELEASE FOR IMMED

September 27, 2017 425

Bay Bancorp FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

August 14, 2017 10-Q

BYBK / Bay Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23090 BAY BA

July 25, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k072517.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 24, 2017 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorpora

July 25, 2017 EX-99.1

Bay Bancorp, Inc. Announces Record Second Quarter 2017 Results

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. Announces Record Second Quarter 2017 Results COLUMBIA, Md., July 24, 2017 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income increased to $1.23 million or $0.12 per basic and $0.11 per diluted common share for the second quarter of 2017 over the $0.96 mil

June 26, 2017 EX-99.1

Bay Bancorp, Inc . Presentation to Investors FIG Partners Community Bank Forum June 26, 2017 Joseph J. Thomas – President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange

Exhibit 99.1 Bay Bancorp, Inc . Presentation to Investors FIG Partners Community Bank Forum June 26, 2017 Joseph J. Thomas – President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Bay Bancorp, Inc . ’ s plans, strategies, objectives, exp

June 26, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Empl

June 13, 2017 POS AM

Bay Bancorp POS AM

As filed with the Securities and Exchange Commission on June 13, 2017 Registration No.

May 24, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k052417.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commi

May 24, 2017 EX-99.1

Bay Bancorp, Inc . Presentation to Annual Shareholders Meeting May 24, 2017 Joseph J. Thomas – President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 and t

Exhibit 99.1 Bay Bancorp, Inc . Presentation to Annual Shareholders Meeting May 24, 2017 Joseph J. Thomas – President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Bay Bancorp, Inc . ’ s plans, strategies, objectives, expectations, intent

May 24, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k052317.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commi

May 11, 2017 10-Q

Bay Bancorp 10-Q (Quarterly Report)

10-Q 1 bybk-20170331x10q.htm 10-Q Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

April 27, 2017 EX-99.1

Bay Bancorp, Inc. Reports Record First Quarter 2017 Results

EdgarFiling Exhibit 99.1 Bay Bancorp, Inc. Reports Record First Quarter 2017 Results COLUMBIA, Md., April 27, 2017 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $0.96 million, or $0.09 per basic and diluted common share for the quarter ended March 31, 2017 compared to net income of $0.19 mi

April 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 27, 2017 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

April 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k041417.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Com

April 14, 2017 EX-10.1

Employment Agreement, dated April 14, 2017, by and among Joseph J. Thomas, Bay Bank, FSB, and Bay Bancorp, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 14, 2017)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2017 (the “Effective Date”) by and among Joseph J. Thomas, a resident of the Commonwealth of Virginia (“Employee”), Bay Bank, FSB, a federally chartered savings bank (the “Bank”), and Bay Bancorp, Inc., a Maryland corporation and the parent company of Employer (“Parent” and, coll

April 12, 2017 DEF 14A

Bay Bancorp DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a041217.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

April 5, 2017 10-K

Bay Bancorp 10-K (Annual Report)

bybkCurrentFolio10K Table of Contents United States Securities and Exchange Commission Washington, D.

April 5, 2017 EX-99.2

HOPKINS BANCORP, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 and DECEMBER 31, 2014

Exhibit 99.2 HOPKINS BANCORP, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 and DECEMBER 31, 2014 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS Page Consolidated Statements of Financial Condition (restated) 1 - 2 Consolidated Statements of Income (restated) 3 Consolidated Statements of Comprehensive Income (restated) 4 Consolidated Statement

April 5, 2017 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission fil

April 5, 2017 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Bay Bancorp, Inc. owns all of the issued and outstanding equity securities of Bay Bank, F.S.B, a federal savings bank (the “Bank”). The Bank owns all of the issued and outstanding equity securities of: (i) Bay Financial Services, Inc., a Maryland corporation; (ii) Carrollton Community Development Corporation, a Maryland corporation; (ii) Flagship Acquisiti

March 31, 2017 EX-99.2

HOPKINS BANCORP, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 and DECEMBER 31, 2014

Exhibit 99.2 HOPKINS BANCORP, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 and DECEMBER 31, 2014 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS Page Consolidated Statements of Financial Condition (restated) 1 - 2 Consolidated Statements of Income (restated) 3 Consolidated Statements of Comprehensive Income (restated) 4 Consolidated Statement

March 31, 2017 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission fil

March 31, 2017 NT 10-K

Bay Bancorp NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

March 30, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k033017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Com

February 8, 2017 SC 13G/A

BYBK / Bay Bancorp, Inc. / JCSD Capital, LLC - SC 13G/A Passive Investment

SC 13G/A 1 v458780sg13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) August 3, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

February 7, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k020717.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2017 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (C

February 7, 2017 EX-99.1

Bay Bancorp, Inc . Presentation to Investors February 7, 2016 Joseph J. Thomas – President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 and the Private Sec

Exhibit 99.1 Bay Bancorp, Inc . Presentation to Investors February 7, 2016 Joseph J. Thomas ? President and CEO 2 This presentation contains forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Bay Bancorp, Inc . ? s plans, strategies, objectives, expectations, intentions, financia

January 30, 2017 EX-99.1

Bay Bancorp, Inc. Announces Increase in 4th Quarter Income Along with Full Year 2016 Results

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. Announces Increase in 4th Quarter Income Along with Full Year 2016 Results COLUMBIA, Md., Jan. 30, 2017 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (?Bay?) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (?Bank?), announced today net income of $1.75 million or basic and diluted net income per common share of $0.16 for the year ended Decembe

January 30, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k013017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 30, 2017 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorp

November 21, 2016 10-Q

Bay Bancorp 10-Q (Quarterly Report)

bybkCurrentFolio10Q Table of Contents United States Securities and Exchange Commission Washington, D.

November 14, 2016 EX-99.1

Bay Bancorp, Inc. Announces Third Quarter 2016 Results

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. Announces Third Quarter 2016 Results COLUMBIA, Md., Nov. 14, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (?Bay?) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (?Bank?), announced today net income of $0.46 million, or basic and diluted net income per common share of $0.04 for the third quarter of 2016 after $1.5 million in one-time me

November 14, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k111416.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): November 14, 2016 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incor

November 14, 2016 NT 10-Q

Bay Bancorp NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

August 18, 2016 SC 13G

BYBK / Bay Bancorp, Inc. / EJF Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) August 11, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

August 18, 2016 SC 13G

BYBK / Bay Bancorp, Inc. / EJF Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) August 11, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

August 15, 2016 SC 13G/A

BYBK / Bay Bancorp, Inc. / East Rock Capital, LLC Passive Investment

SC 13G/A 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) August 11, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

August 15, 2016 SC 13G/A

BYBK / Bay Bancorp, Inc. / East Rock Capital, LLC Passive Investment

SC 13G/A 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) August 11, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

August 11, 2016 8-K

Other Events

8-K 1 f8k081116.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Co

August 11, 2016 10-Q

Bay Bancorp 10-Q (Quarterly Report)

10-Q 1 bybk-20160630x10q.htm 10-Q Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

July 28, 2016 EX-99.1

Bay Bancorp, Inc. Announces Second Quarter 2016 Results Substantial loan growth as net income more than doubles from prior quarter

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Bay Bancorp, Inc. Announces Second Quarter 2016 Results Substantial loan growth as net income more than doubles from prior quarter COLUMBIA, Md., July 28, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income increased to $0.45 million or $0.04 per

July 28, 2016 8-K

Bay Bancorp FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 28, 2016 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Number

July 11, 2016 EX-99.1

Bay Bank Finalizes its Acquisition with Hopkins Federal Savings Bank

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Bay Bank Finalizes its Acquisition with Hopkins Federal Savings Bank COLUMBIA, Md., July 08, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (NASDAQ:BYBK), the parent company of Bay Bank, announced today that it has completed its acquisition of Hopkins Bancorp, Inc. Bay Bank, FSB is now the fifth largest community bank headquartered in the Baltimore region

July 11, 2016 8-K

Bay Bancorp FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 8, 2016 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 24, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k062416.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Comm

June 9, 2016 SC 13D/A

BYBK / Bay Bancorp, Inc. / H Bancorp LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) Eric Hovde 608-255-5175 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 25, 2016 (Date of Event Whi

June 9, 2016 SC 13D/A

Bay Bancorp SC 13D (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 a16-129711sc13da.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) Eric Hovde 608-255-5175 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communic

June 1, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 f8k053116.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 31, 2016 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporat

June 1, 2016 EX-99.1

Bay Bank Receives Regulatory Approval for Merger with Hopkins Federal Savings Bank

EdgarFiling EXHIBIT 99.1 Bay Bank Receives Regulatory Approval for Merger with Hopkins Federal Savings Bank COLUMBIA, Md., May 31, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (NASDAQ:BYBK), the parent company of Bay Bank, and Hopkins Bancorp, Inc., the parent company of Hopkins Federal Savings Bank, announced today the next step in their merger. The acquisition by Bay Bancorp., Inc. of Hopkins Banco

May 26, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k052616.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commi

May 25, 2016 EX-99.1

EX-99.1

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1

May 25, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k052516.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commi

May 13, 2016 10-Q

Bay Bancorp 10-Q (Quarterly Report)

10-Q 1 bybk-20160331x10q.htm 10-Q Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

April 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 28, 2016 Bay Bancorp, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

April 28, 2016 EX-99.1

Bay Bancorp, Inc. Announces First Quarter 2016 Results

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. Announces First Quarter 2016 Results COLUMBIA, Md., April 28, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (“Bay”) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $0.19 million or $0.02 per basic and diluted common share for the quarter ended March 31, 2016, compared to net income of $0.34 million

April 19, 2016 DEF 14A

Bay Bancorp DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a041916.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

March 30, 2016 10-K

Bay Bancorp 10-K (Annual Report)

10-K 1 bybk-20151231x10k.htm 10-K Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

March 30, 2016 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant Bay Bancorp, Inc. owns all of the issued and outstanding equity securities of Bay Bank, F.S.B, a federal savings bank (the “Bank”). The Bank owns all of the issued and outstanding equity securities of: (i) Bay Financial Services, Inc., a Maryland corporation; (ii) Carrollton Community Development Corporation, a Maryland corporation; (ii) Flagship Acquisiti

February 26, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

February 11, 2016 SC 13G

BYBK / Bay Bancorp, Inc. / JCSD Capital, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 v431169sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bay Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) January 8, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

February 5, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization)

February 5, 2016 EX-99.1

Bay Bancorp, Inc. Announces Fourth Quarter and Full Year 2015 Results

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. Announces Fourth Quarter and Full Year 2015 Results COLUMBIA, Md., Feb. 01, 2016 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (?Bay?) (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB (?Bank?), announced today net income of $1.93 million or basic and diluted net income per common share of $0.18 and $0.17, respectively, for the year ended Decem

February 5, 2016 EX-2.1

First Amendment to Agreement and Plan of Merger, dated February 1, 2016, among Bay Bancorp, Inc., Hopkins Bancorp, Inc. and Alvin M. Lapidus (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2016)

EX-2.1 2 exh21.htm EXHIBIT 2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made this 1st day of February, 2016 by and among Bay Bancorp, a Maryland corporation (“Bay”), Hopkins Bancorp, Inc., a Maryland corporation (“Hopkins”), and Alvin M. Lapidus (the “Controlling Stockholder”). RECITALS WHEREAS, on Decemb

January 27, 2016 EX-99.1

EX-99.1

Exhibit 99.1

January 27, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k012716.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2016 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (C

December 21, 2015 EX-2.1

Agreement and Plan of Merger, dated December 18, 2015, among Bay Bancorp, Inc., Hopkins Bancorp, Inc. and Alvin M. Lapidus (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 21, 2015)

EX-2.1 2 exh21.htm EXHIBIT 2.1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2015, is made by and among Bay Bancorp, Inc., a Maryland corporation (“Bay”), Hopkins Bancorp, Inc., a Maryland corporation (“Hopkins”), and, solely with respect to Section 5.11 hereof, Alvin M. Lapidus (the “Controlling Stockholder”). RECITALS WHEREAS, Bay owns direc

December 21, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

December 21, 2015 EX-99.1

Bay Bancorp, Inc. and Hopkins Bancorp, Inc. Sign Definitive Merger Agreement

EdgarFiling EXHIBIT 99.1 Bay Bancorp, Inc. and Hopkins Bancorp, Inc. Sign Definitive Merger Agreement COLUMBIA, Md., Dec. 18, 2015 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. (Nasdaq:BYBK), the parent company of Bay Bank, FSB, and Hopkins Bancorp, Inc. (“Hopkins”), the parent company of Hopkins Federal Savings Bank, today jointly announced the execution of a definitive merger agreement (the “Merger Agree

October 30, 2015 EX-99

Bay Bancorp, Inc. Announces Third Quarter 2015 Results

Bay Bancorp, Inc. Announces Third Quarter 2015 Results EXHIBIT 99.1 Bay Bancorp, Inc. Announces Third Quarter 2015 Results COLUMBIA, Md., Oct. 29, 2015 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. ("Bay") (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB ("Bank"), announced today net income of $0.53 million or basic and diluted net income per common share of $.05 for the third quarter

October 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 29, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other juri

September 29, 2015 EX-99.1

EX-99.1

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1

September 29, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 gff8k092815.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction o

September 16, 2015 EX-16.1

September 16, 2015

Exhibit 16.1 September 16, 2015 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Bay Bancorp Inc.'s statements included under Item 4.01 of its Form 8-K filed on September 16, 2015 and we agree with such statements concerning our firm. McGladrey LLP

September 16, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

August 11, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 21, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation) (Commission File Num

August 11, 2015 EX-99

Bay Bancorp, Inc. Announces Second Quarter 2015 Results and Stock Repurchase Program

Bay Bancorp, Inc. Announces Second Quarter 2015 Results and Stock Repurchase Program EXHIBIT 99.1 Bay Bancorp, Inc. Announces Second Quarter 2015 Results and Stock Repurchase Program COLUMBIA, Md., July 30, 2015 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. ("Bay") (NASDAQ:BYBK), the savings and loan holding company for Bay Bank, FSB ("Bank"), announced today net income of $0.55 million or $0.05 per basic

August 5, 2015 SC 13G

BYBK / Bay Bancorp, Inc. / Lawson Joel S. IV Passive Investment

SCHEDULE 13G Page 1 of 5 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 17, 2015 S-8

Bay Bancorp FORM S-8

S-8 1 fs8071715.htm FORM S-8 As filed with the Securities and Exchange Commission on July 17, 2015 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BAY BANCORP, INC. (Exact name of registrant as specified in its charter) Maryland 52-1660951 (State or other jurisdiction of incorporation or organization)

May 29, 2015 EX-99.1

Bay Bancorp, Inc. Elects Two New Directors

Bay Bancorp, Inc. Elects Two New Directors EXHIBIT 99.1 Bay Bancorp, Inc. Elects Two New Directors LUTHERVILLE, Md., May 29, 2015 (GLOBE NEWSWIRE) - In conjunction with its annual meeting, Bay Bancorp (Nasdaq:BYBK) announced today the election of two new members of the company's Board of Directors. As detailed in the Bay Bancorp proxy, the Board recommended to shareholders who approved the electio

May 29, 2015 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emplo

May 27, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emplo

May 27, 2015 EX-99.1

EX-99.1

exh991.htm Exhibit 99.1

May 4, 2015 DEFA14A

Bay Bancorp DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 defa14a050415.htm DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For U

May 1, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation) (Commission File Numbe

May 1, 2015 EX-99

Bay Bancorp, Inc. Announces First Quarter 2015 Results

Bay Bancorp, Inc. Announces First Quarter 2015 Results EXHIBIT 99.1 Bay Bancorp, Inc. Announces First Quarter 2015 Results LUTHERVILLE, Md., May 1, 2015 (GLOBE NEWSWIRE) - Bay Bancorp, Inc. ("Bay") (Nasdaq:BYBK), the savings and loan holding company for Bay Bank, FSB ("Bank"), announced today net income of $0.34 million or $0.03 per basic and diluted share for the quarter ended March 31, 2015, com

April 15, 2015 DEF 14A

Bay Bancorp DEFINITIVE PROXY STATEMENT

def14a041515.htm SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by

March 11, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization) (C

March 11, 2015 EX-99.1

EX-99.1

exh991.htm Exhibit 99.1

February 4, 2015 SC 13G/A

BYBK / Bay Bancorp, Inc. / FREESTONE CAPITAL MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d864997dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Bay Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

January 30, 2015 EX-99

Bay Bancorp, Inc. Announces Fourth Quarter and Full Year 2014 Results

Exhibit 99.1 Bay Bancorp, Inc. Announces Fourth Quarter and Full Year 2014 Results Lutherville Maryland—Bay Bancorp, Inc. (“Bay”) (NASDAQ: BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $3.03 million or $0.29 per diluted share for year ended December 31, 2014, compared to net income of $3.24 million or $0.39 per diluted share for the year ende

January 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 gff8k013015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2015 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of

January 2, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k010215.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (

December 5, 2014 EX-10.1

Separation Agreement by and among Kevin B. Cashen, Bay Bank, F.S.B and Bay Bancorp, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2014)

Exhibit 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made by and among Kevin B. Cashen (“Executive”), Bay Bank, F.S.B., a federal savings bank (the “Bank”), and Bay Bancorp, Inc., a Maryland corporation and parent company of the Bank (“Bancorp” and, together with the Bank, the “Company”). Executive, the Bank and Bancorp are sometimes individually referred to herein as

December 5, 2014 EX-10.2

Form of First Amendment to Stock Option Agreement between Bay Bancorp, Inc. and Kevin B. Cashen (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 5, 2014)

Exhibit 10.2 BAY BANCORP, INC. FIRST AMENDMENT TO STOCK OPTION AGREEMENT Granted Under the Carrollton Bancorp 2007 Equity Plan This First Amendment to Stock Option Agreement (this “Amendment”) is made and entered into as of , (the “Effective Date”) by and between Bay Bancorp, Inc., f/k/a Carrollton Bancorp, a Maryland corporation (the “Company”), and Kevin B. Cashen (“Participant”). WHEREAS, on Ja

December 5, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS E

November 5, 2014 EX-99.1

September 30,

Exhibit 99.1 Bay Bancorp, Inc. Announces Third Quarter 2014 Results Lutherville Maryland—Bay Bancorp, Inc. (“Bay”) (NASDAQ: BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $1.79 million or $0.18 per diluted share for nine months ended September 30, 2014, compared to net income of $2.32 million or $0.29 per diluted share for the first nine month

November 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS E

August 19, 2014 8-K/A

Financial Statements and Exhibits

8-K/A 1 f8ka081914.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or oth

August 19, 2014 EX-99.2

SFSB, Inc. Financial Statements December 31, 2013 and 2012

EX-99.2 4 exh992.htm EXHIBIT 99.2 EXHIBIT 99.2 SFSB, Inc. Financial Statements December 31, 2013 and 2012 Independent Auditors’ Reports Financial Statements Consolidated Statement of Financial Condition Consolidated Statement of Operations Consolidated Statement of Comprehensive Loss Consolidated Statement of Changes in Shareholders’ Equity Consolidated Statement of Cash Flows Notes to Consolidate

August 15, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

EXHIBIT 99.3 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS On May 30, 2014, the Bay Bank, FSB (the "Bank"), a wholly-owned subsidiary of Bay Bancorp, Inc. (the "Company"), acquired certain assets and assumed substantially all deposits and certain other liabilities of Slavie Federal Savings Bank (“Slavie”), a wholly-owned subsidiary of SFSB, Inc., following Slavie’s closure on May 30,

August 15, 2014 S-8

BYBK / Bay Bancorp, Inc. S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on August 15, 2014 Registration No.

August 15, 2014 EX-99.2

SFSB, Inc. Financial Statements December 31, 2013 and 2012

EXHIBIT 99.2 SFSB, Inc. Financial Statements December 31, 2013 and 2012 Page Independent Auditors’ Report 1 Financial Statements Consolidated Statement of Financial Condition 3 Consolidated Statement of Operations 4 Consolidated Statement of Comprehensive Loss 5 Consolidated Statement of Changes in Shareholders’ Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statem

August 15, 2014 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation o

August 11, 2014 EX-99.1

June 30,

Exhibit 99.1 Bay Bancorp, Inc. Announces Second Quarter 2014 Results Lutherville Maryland—Bay Bancorp, Inc. (“Bay”) (NASDAQ: BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $2.76 million or $0.27 per diluted share for the second quarter of 2014, compared to $0.08 million or $0.01 per diluted share for the first quarter of 2014 and $1.28 million

August 11, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k080814.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Com

August 6, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emp

August 6, 2014 EX-99.1

Bay Bancorp, Inc. (BYBK) to release quarterly earnings

Exhibit 99.1 FOR IMMEDIATE RELEASE Bay Bancorp, Inc. (BYBK) to release quarterly earnings Lutherville, MD – August 6, 2014 – Bay Bancorp, Inc. (the “Company”), the parent company of Bay Bank, FSB, announces today that it expects to issue a report on its financial results for the 2nd quarter of 2014 after the close of market trading on Friday, August 8, 2014. The earnings report will be issued in a

August 5, 2014 EX-10.3

July 31, 2014

Exhibit 10.3 July 31, 2014 Joseph J. Thomas 6126 Woodmont Road Alexandria, Virginia 22307 Dear Joe: We are pleased that you have accepted the new role of Executive Chairman of Bay Bancorp and Bay Bank, FSB. The purpose of this letter is to provide the detailed responsibilities and compensation for your new role, the terms of which are effective July 1, 2014. Responsibilities The Executive Chairman

August 5, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Empl

July 31, 2014 EX-99.1

EX-99.1

Exhibit 99.1

July 31, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization) (Co

July 18, 2014 424B3

BAY BANCORP, INC.

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-196568 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 16, 2014) BAY BANCORP, INC. 5,576,611 Shares of Common Stock, par value $1.00 per Share This prospectus supplement supplements the prospectus dated June 16, 2014 (the “prospectus”) and forms a part of Bay Bancorp, Inc.’s Registration Statement on Form S-3 (Registration No. 3

July 8, 2014 SC 13D

BYBK / Bay Bancorp, Inc. / HOVDE ERIC D - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone Number of Person Authorized to Rece

July 8, 2014 SC 13D

BYBK / Bay Bancorp, Inc. / HOVDE STEVEN D - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone Number of Person Authorized to Rece

July 8, 2014 SC 13D/A

BYBK / Bay Bancorp, Inc. / Financial Services Partners Fund I LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone Number of Person Authorized to Rec

July 8, 2014 SC 13D/A

BYBK / Bay Bancorp, Inc. / HOVDE STEVEN D - SC 13D/A Activist Investment

SC 13D/A 1 a14-167386sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Tel

July 8, 2014 SC 13D/A

BYBK / Bay Bancorp, Inc. / HOVDE ERIC D - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone Number of Person Authorized to Rec

July 8, 2014 SC 13D

BYBK / Bay Bancorp, Inc. / H Bancorp LLC - SC 13D Activist Investment

SC 13D 1 a14-167384sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bay Bancorp, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 07203T106 (CUSIP Number) Bay Bancorp, Inc. 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone

July 3, 2014 EX-99.1

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 d753522dex991.htm EX-99.1 Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is, and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) of Regulation 13D of the General Rules and Regulations under

July 3, 2014 SC 13G

BYBK / Bay Bancorp, Inc. / FREESTONE CAPITAL MANAGEMENT LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Bay Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 07203T106 (CUSIP Number) June 26, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x

July 2, 2014 SC 13G

BYBK / Bay Bancorp, Inc. / East Rock Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bay Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 07203T106 (CUSIP Number) June 26, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

July 2, 2014 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 2, 2014, is by and among East Rock Capital, LLC, East Rock Capital GP, LLC, EREF-MP Alpha, LLC, D Partners Management, LLC, Graham Duncan and Adam Shapiro (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/

June 16, 2014 424B3

BAY BANCORP, INC.

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-196568 PROSPECTUS BAY BANCORP, INC. 9,239,143 Shares of Common Stock, par value $1.00 per Share This prospectus covers the resale or other disposition of up to 9,239,143 shares of the common stock of Bay Bancorp, Inc. by the selling stockholders named in the section of this prospectus entitled “SELLING STOCKHOLDERS”, their donees, ple

June 11, 2014 CORRESP

-

CORRESP 1 filename1.htm June 11, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: David Lin Re: Bay Bancorp, Inc. Registration Statement on Form S-3 (File 333-196568) Request for Acceleration of Effective Date Ladies and Gentlemen: Bay Bancorp, Inc. (the “Company”) hereby requests acceleration of the effectiveness of

June 6, 2014 S-3

- FORM S-3

As filed with the Securities and Exchange Commission on June 6, 2014 Registration No.

June 6, 2014 EX-4.2

Certificate of Correction filed with SDAT on June 5, 2015 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 filed on June 6, 2014)

Exhibit 4.2 BAY BANCORP, INC. CERTIFICATE OF CORRECTION Bay Bancorp, Inc., a Maryland corporation having its principal office at 2328 West Joppa Road, Suite 325, Lutherville, Maryland 21093 (the “Corporation”), files this Certificate of Correction pursuant to Section 1-207 of the Maryland General Corporation Law and hereby certifies that: FIRST: This Certificate of Correction corrects Articles of

June 6, 2014 CORRESP

-

Gordon Feinblatt LLC Attorneys at Law Andrew D. Bulgin 410-576-4280 FAX 410-576-4197 [email protected] 233 East Redwood Street Baltimore, Maryland 21202-3332 410-576-4000 www.gfrlaw.com June 6, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bay Bancorp, Inc. Registration Statement on Form S-3 Ladies and Gentlemen: On

June 5, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization) (Com

June 5, 2014 EX-99.1

Bay Bank, FSB Assumes Deposits and Purchases Certain Assets of Slavie Federal Savings Bank

EX-99.1 3 exh991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Bay Bank, FSB Assumes Deposits and Purchases Certain Assets of Slavie Federal Savings Bank LUTHERVILLE, MD—May 30, 2014 – Bay Bank, FSB announced today that it has entered into a Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation (“FDIC”) to assume all deposits, totaling approximately $115 million, a

June 5, 2014 EX-2.1

Purchase and Assumption Agreement, All Deposits, dated May 30, 2015, by and between Bay Bank, FSB and the Federal Deposit Insurance Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on June 5, 2014)

EX-2.1 2 exh21.htm EXHIBIT 2.1 Exhibit 2.1 PURCHASE AND ASSUMPTION AGREEMENT ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SLAVIE FEDERAL SAVINGS BANK, BEL AIR, MARYLAND FEDERAL DEPOSIT INSURANCE CORPORATION AND BAY BANK, FSB DATED AS OF MAY 30, 2014 Basic P&A Agreement Slavie Federal Savings Bank Version 6.2P – PURCHASE AND ASSUMPTION AGREEMENT Bel Air, MD PURCHASE AND ASS

May 16, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 15, 2014 by and between Bay Bancorp, Inc., a Maryland corporation (the “Company”), and each of the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”). The Company and each Investor are so

May 16, 2014 EX-99.1

BAY BANCORP, INC. RAISES $7.0 MILLION TO SUPPORT ITS GROWTH

EX-99.1 3 exh991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE BAY BANCORP, INC. RAISES $7.0 MILLION TO SUPPORT ITS GROWTH LUTHERVILLE, MD – May 16, 2014 – Bay Bancorp, Inc. (NASDAQ: BYBK) (the “Company”), the parent company of Bay Bank, FSB, Lutherville, Maryland (the “Bank”), announced today that it has completed a sale of shares of its common stock under a private placement with its major

May 16, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emplo

May 14, 2014 EX-99.1

EX-99.1

EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1

May 14, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emplo

April 14, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a041414.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) [x] Definitive Proxy State

March 31, 2014 10-K

Bay Bancorp 10-K (Annual Report)

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23090 BAY BANCORP, INC. (Exact nam

February 28, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

8-K 1 f8k022814.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (

January 7, 2014 EX-99

Bay Bank Hires Two New Executives

EXHIBIT 99.1 Bay Bank Hires Two New Executives LUTHERVILLE, Md., Jan. 7, 2014 (GLOBE NEWSWIRE) - Bay Bank, FSB announced today a strengthening of its executive management team with two new hires. The Bank has hired Larry Pickett as its new Chief Financial Officer and Russ McAtee as its new Chief Retail Banking Officer. Mr. Pickett will also serve as the Chief Financial Officer for Bay Bancorp, Inc

January 7, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2014 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation) (Commission File N

December 12, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k121213.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2013 Bay Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of i

December 12, 2013 EX-99.1

EX-99.1

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1

November 1, 2013 EX-99.1

Carrollton Bancorp (CRRB) Announces Name Change

EX-99.1 7 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Carrollton Bancorp (CRRB) Announces Name Change Bay Bancorp, Inc. (BYBK) Begins Trading on November 1, 2013 LUTHERVILLE, Md., Oct. 28, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp, parent company of Bay Bank, FSB, announced today that it has changed its name to Bay Bancorp, Inc. (the "Company"). Effective November 1, 2013, shares in the Company will tra

November 1, 2013 EX-3.3

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Current

EX-3.3 4 exh33.htm EXHIBIT 3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF BAY BANCORP, INC. (previously Carrollton Bancorp) ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders of the Corporation shall be held each year on such date and at such hour and place within or without the State of Maryland as may be fixed by the Board of Directors for the purpose of electio

November 1, 2013 EX-3.1

Articles of Amendment filed with SDAT on October 29, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2013)

EX-3.1 2 exh31.htm EXHIBIT 3.1 Exhibit 3.1 CARROLLTON BANCORP ARTICLES OF AMENDMENT Carrollton Bancorp, a Maryland corporation having its principal office at 2328 West Joppa Road, Suite 325, Lutherville, Maryland 21093 (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that: FIRST: The Articles of Incorporation of the Corporation, as amen

November 1, 2013 EX-3.2

Articles of Amendment filed with SDAT on September 3, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2013)

EX-3.2 3 exh32.htm EXHIBIT 3.2 Exhibit 3.2 CARROLLTON BANCORP ARTICLES OF AMENDMENT Carrollton Bancorp, a Maryland corporation having its principal office at 2328 West Joppa Road, Suite 325, Lutherville, Maryland 21093 (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Articles of Incorporation of the Corporation, as amended and r

November 1, 2013 EX-10.2

Form of Incentive Stock Option Agreement under the Carrollton Bancorp 2007 Equity Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2013)

Exhibit 10.2 CARROLLTON BANCORP STOCK OPTION AGREEMENT This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated below by and between Carrollton Bancorp, a Maryland corporation (the “Company”), and the person named below (“Participant”). WHEREAS, Participant is a fulltime employee of the Company or any of its Subsidiaries or a non-employee director of the

November 1, 2013 EX-10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 5 exh101.htm EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made this 29th day of October, 2013 by and between David E. Borowy, a resident of the State of Maryland (“Employee”), and Bay Bank, F.S.B., a federally chartered savings bank (“Employer”). Employee and Employer are each sometimes referred to here

November 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS

October 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organizatio

September 3, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization)

August 28, 2013 EX-99.1

Annual Shareholder Meeting Investor Presentation A Subsidiary of Carrollton Bancorp August 28, 2013 2 This investor presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Priv

Exhibit 99.1 Annual Shareholder Meeting Investor Presentation A Subsidiary of Carrollton Bancorp August 28, 2013 2 This investor presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Carrollton Bancorp’s plans, strategies, objectives, expectations, intentions, fin

August 28, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 carrollton8k.htm CARROLLTON BANCORP FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or ot

August 14, 2013 NT 10-Q

- CARROLLTON BANCORP, INC. FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K þ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

August 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emp

July 24, 2013 DEF 14A

- CARROLLTON BANCORP DEF14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy Statement £ Definitive Additional Materials £ Soliciting Material Pursuant to Section 240.

July 5, 2013 PRE 14A

- CARROLLTON BANCORP, INC. FORM PRE 14A

CARROLLTON BANCORP 2328 West Joppa Road, Suite 325 Lutherville, Maryland 21093 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 28, 2013 To the Stockholders of Carrollton Bancorp: The Annual Meeting (the “Annual Meeting”) of Stockholders of Carrollton Bancorp, a Maryland corporation (the “Company”), will be held at 7151 Columbia Gateway Drive, Suite A, Columbia, Maryland 21046, on August 28, 2013, at 10:00 a.

July 2, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation

July 2, 2013 EX-99.2

AUDITED AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Jefferson Bancorp, Inc. and Subsidiaries

Exhibit 99.2 AUDITED AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Jefferson Bancorp, Inc. and Subsidiaries JEFFERSON BANCORP, INC. AND SUBSIDIARY Financial Report December 31, 2012 and 2011 JEFFERSON BANCORP, INC. AND SUBSIDIARY 2012 ANNUAL REPORT Independent Auditor’s Report - 2012 1 Independent Auditor’s Report - 2011 2 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consoli

July 2, 2013 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements give effect to the April 19, 2013 merger (the “Merger”) of Jefferson Bancorp, Inc. (“Jefferson”) with and into Carrollton Bancorp (the “Company”) in which the Company was the surviving corporation. The Merger is being accounted for as a reverse acquisit

July 2, 2013 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission

July 1, 2013 EX-10.1

Form of Restricted Stock Award Agreement under the Carrollton Bancorp 2007 Equity Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2013)

Exhibit 10.1 CARROLLTON BANCORP Restricted Stock Award Agreement THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of June 26, 2013, is made by and between Carrollton Bancorp, a Maryland corporation (the “Company”), and (the “Participant”), pursuant to the provisions of the Carrollton Bancorp 2007 Equity Plan (the “Plan”). 1. Award. (a) Grant of Restricted Stock. Pursuant to the P

July 1, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Emp

May 24, 2013 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2013 by and between Edward Schneider, a resident of the State of Maryland (“Employee”), and Bay Bank, FSB, a federally chartered savings bank (“Employer”). WITNESSETH: WHEREAS, Employer and Employee each deem it necessary and desirable, for their mutual protection, to execute a wri

May 24, 2013 EX-16.1

Very truly yours, Rowles & Company, LLP 101 E. Chesapeake Avenue, Suite 300, Baltimore, Maryland 21286 410-583-6990 FAX 410-583-7061 Website: www.Rowles.com

Exhibit 16.1 May 24, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Carrollton Bancorp Ladies and Gentlemen: We have read the statements made by Carrollton Bancorp, which we understand will be filed with the Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Carrollton Bancorp dated May 24, 2013. We agree with the statements concerning

May 24, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission file number) (IRS Empl

May 23, 2013 POS AM

- POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on May 23, 2013 Registration No.

May 15, 2013 EX-99

Bay Bank Appoints Edward Schneider Executive Vice President, Chief Financial Officer

EXHIBIT 99.1 Bay Bank Appoints Edward Schneider Executive Vice President, Chief Financial Officer LUTHERVILLE, Md., May 15, 2013 (GLOBE NEWSWIRE) - Bay Bank solidified its executive management team by announcing the appointment of Edward Schneider as Executive Vice President, Chief Financial Officer. In this role, Schneider will provide strategic growth planning and operational direction, as well

May 15, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation) (Commission File Num

April 29, 2013 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Carrollton Bancorp and further agree that this Joint Filing Agreement be included as an Exhibit to

April 29, 2013 SC 13D

BYBK / Bay Bancorp, Inc. / Financial Services Partners Fund I LLC - FINANCIAL SERVICES PARTNERS FUND I, LLC FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Carrollton Bancorp (Name of Issuer) Common stock (Title of Class of Securities) 145282109 (CUSIP Number) Carrollton Bancorp 2328 West Joppa Road, Suite 325 Lutherville, MD 21093 (410) 494-2580 (Name, Address and Telephone Number of Person Authorized to Re

April 25, 2013 EX-10.5

Jefferson Bancorp, Inc. 2010 Stock Option Plan

EX-10.5 8 ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 JEFFERSON BANCORP, INC. 2010 STOCK OPTION PLAN As Adopted by the Board of Directors on September 22, 2010 and revised on April 27, 2011 Section 1. Purpose; Definitions. The name of the plan is the Jefferson Bancorp, Inc. 2010 Stock Option Plan (the “Plan”). The purpose of the Plan is to encourage and enable employees (including officers and Directors)

April 25, 2013 EX-10.3

Employment Agreement, dated June 30, 2010, by and between Bay Bank, FSB and Kevin B. Cashen

EX-10.3 6 ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of June 30, 2010 by and between Kevin B. Cashen, a resident of Maryland (“Employee”) and Bay Bank, FSB, a federally chartered savings bank (“Employer”). W I T N E S S E T H: WHEREAS, Employer and Employee each deem it necessary and desirable, for their mutua

April 25, 2013 EX-99.1

Bay Bank Finalizes Its Acquisition of Carrollton Bank Former Carrollton Bank Branches Conduct Business as Bay Bank

Exhibit 99.1 Bay Bank Finalizes Its Acquisition of Carrollton Bank Former Carrollton Bank Branches Conduct Business as Bay Bank LUTHERVILLE, Md., April 22, 2013 (GLOBE NEWSWIRE) - Bay Bank, FSB announced today that it had completed its acquisition through merger of Carrollton Bank. With the merger, Bay Bank acquired 10 branches from Carrollton Bank that are located across the Baltimore metropolita

April 25, 2013 EX-10.4

Employment Agreement, dated January 3, 2013, by and between Bay Bank, FSB and David E. Borowy

EX-10.4 7 ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of January, 2013, by and between David E. Borowy, a resident of Maryland (“Employee”) and Bay Bank, FSB, a federally chartered savings bank (“Employer”). W I T N E S S E T H : WHEREAS, Employer and Employee are parties to an Employment Agreemen

April 25, 2013 EX-10.1

Preferred Stock Repurchase Agreement, dated April 19, 2013, by and between Carrollton Bancorp and the United States Department of the Treasury

EX-10.1 4 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 April 19, 2013 Ladies and Gentlemen: Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the Uni

April 25, 2013 EX-3.1

Articles of Amendment and Restatement, dated April 19, 2013

Exhibit 3.1 ARTICLES OF AMENDMENT AND RESTATEMENT OF CARROLLTON BANCORP CARROLLTON BANCORP, a Maryland corporation (hereinafter referred to as the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended effective as of April 19, 2013 at 11:59 p.m. (the “Effective Time”). The following provisions are all the provisions of the charter currently in e

April 25, 2013 EX-4.1

Registration Rights Agreement, dated April 19, 2013, by and between Carrollton Bancorp and Financial Services Partners Fund I, LLC

Exhibit 4.1 Registration Rights Agreement by and between CARROLLTON BANCORP and Each of the Stockholders of CARROLLTON BANCORP Party Hereto Dated as of April 19, 2013 TABLE OF CONTENTS Page 1. DEFINITIONS. 1 2. DEMAND REGISTRATION. 4 3. PIGGYBACK REGISTRATION. 6 4. REGISTRATION PROCEDURES. 7 5. REGISTRATION EXPENSES. 11 6. UNDERWRITING REQUIREMENTS. 12 7. INDEMNIFICATION; LIQUIDATED DAMAGES. 12 8.

April 25, 2013 EX-10.2

Warrant Repurchase Agreement, dated April 19, 2013, by and between Carrollton Bancorp and the United States Department of the Treasury

Exhibit 10.2 UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 April 19, 2013 Ladies and Gentlemen: Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto

April 25, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2013 Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of incorporation or organization) (

April 25, 2013 EX-10.6

Form of Jefferson Bancorp, Inc. Stock Option Agreement

EX-10.6 9 ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 JEFFERSON BANCORP, INC. FORM 2010 STOCK OPTION AGREEMENT EMPLOYEES and DIRECTORS This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated below by and between Jefferson Bancorp, Inc., a Delaware corporation (the “Company”), and the person named below (“Optionee”). WHEREAS, Optionee is a fulltime employee of

March 26, 2013 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 26, 2013 (March 22, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 26, 2013 EX-99.1

Carrollton Bancorp Receives Key Regulatory Approvals

EXHIBIT 99.1 Carrollton Bancorp Receives Key Regulatory Approvals COLUMBIA, Md., March 26, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp (Nasdaq:CRRB) ("Carrollton") recently received two key regulatory approvals required in connection with the transactions contemplated by the Agreement and Plan of Merger ("Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financia

March 26, 2013 EX-99.1

Carrollton Bancorp Receives Key Regulatory Approvals

EXHIBIT 99.1 Carrollton Bancorp Receives Key Regulatory Approvals COLUMBIA, Md., March 26, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp (Nasdaq:CRRB) ("Carrollton") recently received two key regulatory approvals required in connection with the transactions contemplated by the Agreement and Plan of Merger ("Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financia

March 26, 2013 425

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 26, 2013 (March 22, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 20, 2013 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2013 (March 14, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 20, 2013 DEFA14A

- CARROLLTON BANCORP FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2013 (March 14, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 11, 2013 EX-10.1

10.1 Retention Bonus Agreement, between Carrollton Bank and Robert A. Altieri, dated March 5, 2013

[Letterhead of Carrollton Bank] March 5, 2013 Robert A. Altieri XXXXXXXXXXXX XXXXXXXXXXXX In re: Retention Bonus Agreement Dear Bob: This letter agreement documents our mutual understanding regarding a retention bonus opportunity we are providing you in connection with your employment as Chief Executive Officer of Carrollton Bank (“Carrollton,” “us” or “we”) as contemplated below. 1. Special Reten

March 11, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2013 (March 4, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 11, 2013 425

Merger Prospectus - CARROLLTON BANCORP FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2013 (March 4, 2013) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 11, 2013 EX-10.1

10.1 Retention Bonus Agreement, between Carrollton Bank and Robert A. Altieri, dated March 5, 2013

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 [Letterhead of Carrollton Bank] March 5, 2013 Robert A. Altieri XXXXXXXXXXXX XXXXXXXXXXXX In re: Retention Bonus Agreement Dear Bob: This letter agreement documents our mutual understanding regarding a retention bonus opportunity we are providing you in connection with your employment as Chief Executive Officer of Carrollton Bank (“Carrollton,” “us” or “we”) as co

March 4, 2013 EX-99.1

Carrollton Bancorp Extends Termination Date of Merger Agreement With Jefferson Bancorp

EXHIBIT 99.1 Carrollton Bancorp Extends Termination Date of Merger Agreement With Jefferson Bancorp COLUMBIA, Md., March 1, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp (Nasdaq:CRRB) today announced that it has extended the termination date of the Agreement and Plan of Merger (the "Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financial Services Partners Fund

March 4, 2013 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2013 (December 20, 2012) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 4, 2013 425

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2013 (December 20, 2012) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-1660951 (State or other jurisdiction of (Commission File No.

March 4, 2013 EX-2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“Amendment”), dated as of February 28, 2013, is by and among Carrollton Bancorp (“Carrollton”), a Maryland corporation, Jefferson Bancorp, Inc. (“Jefferson”), a Delaware corporation, and Financial Services Partners Fund I, LLC, a Delaware limited liability company (each a “Party” and

March 4, 2013 EX-99.1

Carrollton Bancorp Extends Termination Date of Merger Agreement With Jefferson Bancorp

EXHIBIT 99.1 Carrollton Bancorp Extends Termination Date of Merger Agreement With Jefferson Bancorp COLUMBIA, Md., March 1, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp (Nasdaq:CRRB) today announced that it has extended the termination date of the Agreement and Plan of Merger (the "Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financial Services Partners Fund

March 4, 2013 EX-2.1

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 exh21.htm EXHIBIT 2.1 EXHIBIT 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“Amendment”), dated as of February 28, 2013, is by and among Carrollton Bancorp (“Carrollton”), a Maryland corporation, Jefferson Bancorp, Inc. (“Jefferson”), a Delaware corporation, and Financial Services Partners Fund I, LLC, a Delaware limited liabil

February 1, 2013 425

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 1, 2013 Carrollton Bancorp (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

February 1, 2013 EX-99.1

Carrollton Bancorp Reports Fourth Quarter and Year End Results

EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 Carrollton Bancorp Reports Fourth Quarter and Year End Results COLUMBIA, Md., Feb. 1, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp, (Nasdaq:CRRB) the parent company of Carrollton Bank, announced a net loss of $109,318 and $104,666 for the three and twelve month periods ended December 31, 2012, compared to net income of $568,551 and $546,728 for the comp

February 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 f8k020113.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 1, 2013 Carrollton Bancorp (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorpor

February 1, 2013 EX-99.1

Carrollton Bancorp Reports Fourth Quarter and Year End Results

EXHIBIT 99.1 Carrollton Bancorp Reports Fourth Quarter and Year End Results COLUMBIA, Md., Feb. 1, 2013 (GLOBE NEWSWIRE) - Carrollton Bancorp, (Nasdaq:CRRB) the parent company of Carrollton Bank, announced a net loss of $109,318 and $104,666 for the three and twelve month periods ended December 31, 2012, compared to net income of $568,551 and $546,728 for the comparable quarter and twelve month pe

January 25, 2013 EX-3.1

AMENDED AND RESTATED BYLAWS CARROLLTON BANCORP ARTICLE I

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF CARROLLTON BANCORP ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders of the Corporation shall be held each year on such date and at such hour and place within or without the State of Maryland as may be fixed by the Board of Directors for the purpose of election of Directors and for the transaction of such other business

January 25, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8k012513.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2013 Carrollton Bancorp (Exact Name of Registrant as Specified in Charter) Maryland 000-23090 52-1660951 (State or Other Jurisdiction of Incorpo

January 7, 2013 SC 13G/A

BYBK / Bay Bancorp, Inc. / ROGERS JOHN PAUL - JOHN PAUL ROGERS FORM SC 13G/A Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response……10.

January 7, 2013 SC 13G/A

BYBK / Bay Bancorp, Inc. / ROGERS WILLIAM C JR - WILLIAM C. ROGERS, JR. FORM SC 13G/A Passive Investment

SC 13G/A 1 form13g.htm WILLIAM C. ROGERS, JR. FORM SC 13G/A OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response……10.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* Carrollton Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 1

January 4, 2013 CORRESP

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[Carrollton Bancorp Letterhead] January 4, 2013 Via EDGAR Mr. Amite Pande Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Carrollton Bancorp Form 10-K for the period ended December 31, 2011 Filed March 13, 2012 Form 10-Q for the period ended June 30, 2012 Filed August 14, 2012 File No. 000-23090 Dear Mr. Pande: We are in receipt

December 21, 2012 EX-99.1

- 2 -

Exhibit 99.1 News Release For Immediate Release Carrollton Bancorp Extends Termination Date of Merger Agreement with Jefferson Bancorp; Announces Resignation of Chief Financial Officer COLUMBIA, MARYLAND, December 21, 2012 - Carrollton Bancorp (NASDAQ: CRRB) today announced that it entered into a letter agreement extending until February 28, 2013 the termination date as provided for in the Agreeme

December 21, 2012 EX-10.1

December 20, 2012

Exhibit 10.1 December 20, 2012 VIA FACSIMILE Carrollton Bancorp 7151 Columbia Gateway Drive, Suite A Columbia, MD 21046 Attention: Robert A. Altieri Facsimile No: (410) 312-5435 Financial Services Partners Fund I, LLC 1826 Jefferson Place, NW Washington, DC 20036 Attention: Richard Perry Facsimile No: (202) 775-8365 Re: Extension of Termination Date Ladies and Gentlemen: Reference is made to that

December 21, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 carrollton8k.htm CARROLLTON BANCORP FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2012 (December 17, 2012) Carrollton Bancorp (Exact name of registrant as specified in its charter) Maryland 000-23090 52-

November 19, 2012 CORRESP

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[Carrollton Bancorp Letterhead] November 19, 2012 Via EDGAR Mr. Amite Pande Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Carrollton Bancorp Form 10-K for the period ended December 31, 2011 Filed March 13, 2012 Form 10-Q for the period ended June 30, 2012 Filed August 14, 2012 File No. 000-23090 Dear Mr. Pande: We are in recei

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