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

SCHEDULE 13G

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


Merchants Bancorp
(Name of Issuer)

Common Stock, without par value
(Title of Class of Securities)

58844R108
(CUSIP Number)



December 31, 2017
(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]     Rule 13d-1(b)
[   ]     Rule 13d-1(c)
[   ]     Rule 13d-1(d)



* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

CUSIP No. 58844R108
 
13G
 
 
Page 2 of  7 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Basswood Capital Management, L.L.C.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,722,932
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,722,932
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,722,932
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                    ☐
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IA
 
 
 
 

 
-2-
 
CUSIP No. 58844R108
 
 
13G
 
 
Page 3 of  7 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Matthew Lindenbaum
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,722,932
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,722,932
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,722,932
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                    ☐
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN/HC
 
 
 
 
 
 

 
-3-
 
CUSIP No. 58844R108
 
 
13G
 
 
Page 4 of  7 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Bennett Lindenbaum
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
1,722,932
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,722,932
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,722,932
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                    ☐
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN/HC
 

 
 
-4-
 
Item 1(a)
Name of Issuer :
   
 
Merchants Bancorp
   
Item 1(b)
Address of Issuer's Principal Executive Offices :
   
 
11555 North Meridian Street
 
Suite 400
 
Carmel, Indiana 46032
   
Item 2(a)
Name of Person Filing :
   
 
The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
Item 2(b)
Address of Principal Business Office or, if none, Residence :
   
 
c/o Basswood Capital Management, L.L.C.
 
645 Madison Avenue, 10 th Floor
 
New York, NY 10022
   
Item 2(c)
Citizenship :
   
 
The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
Item 2(d)
Title of Class of Securities :
   
 
Common Stock, without par value
   
Item 2(e)
CUSIP Number :
   
 
58844R108
   
Item 3
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c) :
   
 
The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
Item 4
Ownership :
   
 
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

 

 
-5-



Item 5
Ownership of Five Percent or Less of a Class :
   
 
Not Applicable
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person :
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person :
   
 
See Exhibit 99.1.
   
Item 8
Identification and Classification of Members of the Group :
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group :
   
 
Not Applicable
   
Item 10
Certification :
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of page intentionally left blank]

 
 

 
-6-

SIGNATURE

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

Dated:  February 9, 2018
 
 

 
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
   
 
By:  /s/ Matthew Lindenbaum                              
 
Name: Matthew Lindenbaum
 
Title: Managing Member
   
   
 
/s/ Matthew Lindenbaum                                     
 
Matthew Lindenbaum, an individual
   
   
 
/s/ Bennett Lindenbaum                                       
 
Bennett Lindenbaum, an individual
 

-7-

EXHIBIT 99.1

The identity and the Item 3 classification of the relevant subsidiary are: Basswood Capital Management, L.L.C., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

EXHIBIT 99.2
AGREEMENT OF REPORTING PERSONS

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
 
Dated:  February 9, 2018

 
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
   
 
By:  /s/ Matthew Lindenbaum                              
 
Name: Matthew Lindenbaum
 
Title: Managing Member
   
   
 
/s/ Matthew Lindenbaum                                     
 
Matthew Lindenbaum, an individual
   
   
 
/s/ Bennett Lindenbaum                                       
 
Bennett Lindenbaum, an individual