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CUSIP No. 059690
10 7
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only). Merrill
W. Sherman
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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Not applicable.
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(b)
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Not applicable.
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 294,810*
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8.
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Shared Voting Power 0
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9.
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Sole Dispositive Power 294,810*
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10.
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Shared Dispositive Power 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person 294,810*
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12.
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row
(11) 6.2%
(based upon 4,613,123 shares outstanding and assumes conversion of all
exercisable options held by the reporting
person.)
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14.
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Type of Reporting Person (See
Instructions) IN
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Item 1.
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Security and Issuer
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Common Stock $0.01 par value per share (“Common
Stock”), Bancorp Rhode Island, Inc., One Turks Head Place, Providence,
Rhode Island 02903.
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Item 2.
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Identity and Background
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(a)
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Merrill W. Sherman;
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(b)
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One Turks Head Place, Providence, Rhode Island
02903;
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(c)
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President, Chief Executive Officer and Director of
Bancorp Rhode Island, Inc., (the “Issuer”);
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(d)
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During the last five years, the Reporting Person has
not been convicted in a criminal proceeding;
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(e)
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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
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(f)
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United States.
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__________________________
*Includes
20,500 shares of the Issuer’s Common Stock held in a custodial account,
137,340 shares subject to options to purchase the
Issuer’s Common Stock exercisable within 60 days of December 31, 2009 and
4,010 shares of restricted Common Stock. Note that on
February4, 2010, the reporting person delivered 9,100 shares of the
issuer's Common Stock to pay a portion of the exercise price on options to
purchase 22,000 shares exercised on February 4, 2010. For
purposes of this report the 9,100 shares are included in the number of
shares beneficially owned by the reporting person and the options to
purchase 22,000 shares are included in the number of shares subject to
options exercisable within 60 days as reported
herein.
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Item 3.
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Source and Amount of Funds or Other
Consideration
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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.
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Item 4.
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Purpose of Transaction
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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.
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Item 5.
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Interest in Securities of the
Issuer
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(a)
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The aggregate number of securities identified
pursuant to Item 1 is 294,810 which includes 20,500 shares held in a
custodial account, 137,340 shares subject to options to purchase the
Issuer’s Common Stock exercisable within 60 days of December 31, 2009 and
4,010 shares of restricted Common Stock, representing 6.2% of the class of
securities outstanding based upon the most recently available filing of
the Issuer and assuming the conversion of all options exercisable within
60 days of December 31, 2009;
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(b)
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The number of shares as to which there is sole power
to vote or to direct the vote is 294,810, which includes 20,500 shares
held in a custodial account 137,340 shares subject to options to purchase
the Issuer’s Common Stock exercisable within 60 days of December 31, 2009
and 4,010 shares of restricted Common Stock; the number of shares as to
which there is sole power to dispose or to direct the disposition is
294,810, which includes 20,500 shares held in a custodial account 137,340
shares subject to options to purchase the Issuer’s Common Stock
exercisable within 60 days of December 31, 2009 and 4,010 shares of
restricted Common Stock;
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(c)
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None;
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(d)
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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;
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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None.
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Item 7.
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Material to Be Filed as Exhibits
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None.
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