Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Février 2024 - 9:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
QNB
Corp.
(Name
of Issuer)
Common
Stock, par value $0.625 per share
(Titles
of Class of Securities)
74726N107
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
☒ Rule
13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required in 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, as amended (the “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. 74726N107 |
13G |
Page
2 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
LLC |
| 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
208,367 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
208,367 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,367 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.72%
(1) |
| 12 |
TYPE
OF REPORTING PERSON
IA |
| |
|
|
|
| (1) | Based
on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based on
the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. Fourthstone LLC acquired the Issuer’s shares in the ordinary
course of business as a registered investment adviser and not with the purpose nor with the effect of changing or influencing the control
of the Issuer. |
| CUSIP
No. 74726N107 |
13G |
Page
3 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Master Opportunity Fund Ltd |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
147,059 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
147,059 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,059 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.04%
(2) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
| (2) | Based
on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based on
the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. Fourthstone LLC acquired the Issuer’s shares in the ordinary
course of business as a registered investment adviser and not with the purpose nor with the effect of changing or influencing the control
of the Issuer. |
| CUSIP
No. 74726N107 |
13G |
Page
4 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
GP LLC |
| 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
61,308 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
61,308 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,308 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.68%
(3) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
| (3) | Based
on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based on
the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. Fourthstone GP LLC is the general partner of and may be deemed to
beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. |
| CUSIP
No. 74726N107 |
13G |
Page
5 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
QP Opportunity Fund LP |
| 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
45,921 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
45,921 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,921 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.26%
(4) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| |
|
|
|
| (4) |
Based on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based
on the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. |
| CUSIP
No. 74726N107 |
13G |
Page
6 of 11 |
| 1 |
NAME
OF REPORTING PERSON
Fourthstone
Small-Cap Financials Fund LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c)
☐
(d)
☐ |
| 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
15,387 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
15,387 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,387 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.42%
(5) |
| 12 |
TYPE
OF REPORTING PERSON
PN |
| |
|
|
|
| (5) | Based
on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based on
the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. |
| CUSIP
No. 74726N107 |
13G |
Page
7 of 11 |
| 1 |
NAME
OF REPORTING PERSON
L.
Phillip Stone, IV |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
208,367 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
208,367 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,367 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.72%
(6) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| (6) | Based
on 3,640,598 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023, based on
the Issuer’s Form 10-Q filed with the SEC on November 7, 2023. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC
and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone. |
| CUSIP
No. 74726N107 |
13G |
Page
8 of 11 |
| Item
1(a). |
Name
of Issuer: |
QNB
Corp. (the “Issuer”)
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
15
North Third Street
P.O.
Box 9005
Quakertown, Pennsylvania
18951-9005
| Item
2(a). |
Name
of Person Filing: |
This
Schedule 13G is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser (“Fourthstone”).
The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands
(“Fourthstone Master Opportunity Fund”), a Delaware Limited Partnership (“Fourthstone QP Opportunity”),
a Delaware Limited Partnership (“Fourthstone Small-Cap Financials”), a Delaware Limited PartnershipDelaware (“Fourthstone
GP,” General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen
of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting Person”
and, together, the “Reporting Persons”).
Fourthstone
directly holds 208,367 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing
certify the securities referred to above 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 effect.
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP,
Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
See
response to Item 4 of each of the cover pages.
| Item
2(d). |
Titles
of Classes of Securities: |
Common
Stock, par value $0.625 per share (“Common Stock”)
| CUSIP
No. 74726N107 |
13G |
Page
9 of 11 |
74726N107
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☒
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☒
Parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| (h) | ☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3). |
| (j) | ☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ☐
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| |
(a) |
Amount
Beneficially Owned: |
| |
|
|
| |
|
See
responses to Item 9 on each cover page. |
| |
|
|
| |
(b) |
Percent
of Class: |
| |
|
|
| |
|
See
responses to Item 11 on each cover page. |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| CUSIP
No. 74726N107 |
13G |
Page
10 of 11 |
| |
(ii) |
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of: |
| |
|
See
responses to Item 7 on each cover page. |
| |
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page. |
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [].
| 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. |
Not
applicable.
| Item
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. |
Notice
of Dissolution of Group. |
Not
Applicable.
Each
of the Reporting Persons listed in this filing certify the securities referred to above 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 effect.
| CUSIP
No. 74726N107 |
13G |
Page
11 of 11 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024
| |
Fourthstone
LLC |
| |
|
| |
By: |
/s/
Amy M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Fourthstone
Master Opportunity Fund Ltd |
| |
|
| |
By: |
/s/
Amy M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |
| |
Fourthstone
QP Opportunity Fund LP |
| |
Fourthstone
Small-Cap Financials Fund LP |
| |
|
| |
By: |
Fourthstone
GP LLC, the General Partner |
| |
|
|
| |
By: |
/s/
Amy M. Stone |
| |
Name: |
Amy
M. Stone |
| |
Title: |
Chief
Executive Officer |
QNB (PK) (USOTC:QNBC)
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De Oct 2024 à Nov 2024
QNB (PK) (USOTC:QNBC)
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