Merrill Sherman Form 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Bancorp Rhode Island, Inc.
(Name of Issuer)
Common Stock $0.01 par value per share
(Title of Class of Securities)
059690 10 7
(CUSIP Number)
Margaret D. Farrell, Esquire
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7 for
other parties to whom copies are to be sent.
CUSIP No. 059690 10 7
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Merrill W. Sherman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Not applicable.
(b) Not applicable.
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 258,526*
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 258,526*
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 258,526*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 6.7% (based upon 4,010,929 shares outstanding
and assumes conversion of all exercisable options.)
14. Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer
Common Stock $0.01 par value per share ("Common Stock"), Bancorp Rhode
Island, Inc., One Turks Head Place, Providence, Rhode Island 02903.
Item 2. Identity and Background
(a) Merrill W. Sherman;
(b) One Turks Head Place, Providence, Rhode Island 02903;
(c) President, Chief Executive Officer and Director of Bancorp Rhode Island, Inc., (the "Issuer");
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding;
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction with respect to, and the Reporting Person is
not subject to a judgment, decree or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws; and
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
The funds used to purchase certain securities herein described came from
the personal resources of the Reporting Person. Other securities described
herein were granted by the Issuer as incentive compensation.
Item 4. Purpose of Transaction
The Reporting Person, who serves as Director, President and Chief Executive
Officer of the Issuer has acquired certain of the shares over time as an
investment and other shares and options as incentive compensation. The
Reporting Person has no plans, in her capacity as an individual investor,
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of the securities
of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or (j) any action similar to any of those enumerated above.
In her capacity as a director or as an executive officer of the Issuer, the
Reporting Person may, from time to time, have a role in formulating plans
which relate to or would result in any of the foregoing actions, which
would be disclosed by the Issuer as required under applicable law. The
Reporting Person has no such plans in her capacity as an investor.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of securities identified pursuant to Item 1 is 258,526 which includes 7,700
Shares of Restricted Stock (3,850 shares of which became unrestricted on January 1, 2005) and 181,326
options to purchase the Issuer's Common Stock exercisable within 60 days, representing 6.7% of the
class of securities outstanding based upon the most recently available filing provided by the Issuer's
transfer agent;
(b) The number of shares as to which there is sole power to vote or to direct the vote is 258,526, which
includes 7,700 Shares of Restricted Stock (3,850 shares of which became unrestricted on January 1,
2005) and 181,326 options to purchase the Issuer's Common Stock exercisable within 60 days; the number
of shares as to which there is sole power to dispose or to direct the disposition is 258,526, which
includes 7,700 Shares of Restricted Stock (3,850 shares of which became unrestricted on January 1,
2005) and 181,326 options to purchase the Issuer's Common Stock exercisable within 60 days;
(c) None;
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities;
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
2/11/05
Date
/s/ Merrill W. Sherman
-----------------------------------
Merrill W. Sherman
Signature
President and Chief Executive Officer
Name/Title
--------
* Includes 7,700 Shares of Restricted Stock and 181,326 options to purchase the
Issuer's Common Stock exercisable within 60 days.