1st Constitution
Bancorp
|
(Name
of Issuer)
|
Common Stock, No Par
Value
|
(Title
of Class of Securities)
|
31986N102
|
(CUSIP
Number)
|
December 31, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No.
31986N102
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
226,021(1),
(2)
|
6
|
SHARED VOTING POWER
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
211,546 (1),
(3)
|
|
8
|
SHARED DISPOSITIVE
POWER
|
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
226,021
(1), (2)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
5.3%(4)
|
12
|
TYPE OF REPORTING
PERSON
|
IN
|
(1)
|
All
share amounts have been adjusted to reflect a 5% annual stock dividend
paid by the Issuer on February 2,
2009.
|
(2)
|
Includes
206,631 shares owned directly by the reporting person and options to
purchase 4,915 shares of Issuer common stock that are currently
exercisable or that will become exercisable within 60 days after the date
hereof, and 14,475 unvested shares of restricted stock issued to the
reporting person under the Issuer’s 2005 Equity Incentive Plan, which may
be voted immediately upon grant, but which may not be sold prior to the
vesting date, but does not include grants of 1,146 unvested shares of
restricted stock granted under the Issuer’s 2000 Employee Stock Option and
Restricted Stock Plan, which have not been issued, do not vote, and are
subject to vesting based on continued
service.
|
(3)
|
Includes
206,631 shares owned directly by the reporting person and options to
purchase 4,915 shares of Issuer common stock that are currently
exercisable or that will become exercisable within 60 days after the date
hereof, but does not include 14,475 unvested shares of restricted stock
issued to the reporting person under the Issuer’s 2005 Equity Incentive
Plan, which may be voted immediately upon grant, but which may not be sold
prior to the vesting date or grants of 1,146 unvested shares of restricted
stock granted under the Issuer’s 2000 Employee Stock Option and Restricted
Stock Plan, which have not been issued, do not vote, and are subject to
vesting based on continued
service.
|
(4)
|
Based on information provided
by the Issuer that on February 2, 2009 there were 4,226,943 shares of the
Issuer’s common stock outstanding (as adjusted to reflect a 5% annual
stock dividend paid by the Issuer on February 2,
2009).
|
Item
1(a).
|
Name
of Issuer:
|
||
1st
Constitution Bancorp
|
|||
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
||
P.O.
Box 634
|
|||
2650
Route 130 North
|
|||
Cranbury,
New Jersey 08512
|
|||
Item
2(a).
|
Name
of Person Filing:
|
||
Robert
F. Mangano
|
|||
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
||
c/o
1st
Constitution Bancorp
|
|||
P.O.
Box 634
|
|||
2650
Route 130 North
|
|||
Cranbury,
New Jersey 08512
|
|||
Item
2(c).
|
Citizenship:
|
||
U.S.A.
|
|||
Item
2(d).
|
Title
of Class of Securities:
|
||
Common
Stock, no par value
|
|||
Item
2(e).
|
CUSIP
Number:
|
||
31986N102
|
|||
Item
3.
|
If This Statement is Filed Pursuant to
§§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
|
||
(a)
|
o
|
Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o);
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C.
78c);
|
(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
(d)
|
o |
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o |
A
parent holding company or control person in accordance with
§240.13d-1(b)(ii)(G);
|
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o |
A
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)
|
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o |
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
(l)
|
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K.)
|
|
Item
4.
|
Ownership. | ||
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
|||
(a)
|
Amount
beneficially owned:
|
||
226,021 (1),
(2)
|
|||
(b)
|
Percent
of class:
|
||
|
5.3%(4)
|
||
(c)
|
Number
of shares as to which such person has:
|
||
(i)
|
Sole
power to vote or to direct the vote
|
||
226,021 (1),
(2)
|
|||
(ii)
|
Shared
power to vote or to direct the vote
|
||
0
|
|||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
||
211,546 (1),
(3)
|
|||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
||
|
0
|
(1)
|
All
share amounts have been adjusted to reflect a 5% annual stock dividend
paid by the Issuer on February 2,
2009.
|
(2)
|
Includes
206,631 shares owned directly by the reporting person and options to
purchase 4,915 shares of Issuer common stock that are currently
exercisable or that will become exercisable within 60 days after the date
hereof, and 14,475 unvested shares of restricted stock issued to the
reporting person under the Issuer’s 2005 Equity Incentive Plan, which may
be voted immediately upon grant, but which may not be sold prior to the
vesting date, but does not include grants of 1,146 unvested shares of
restricted stock granted under the Issuer’s 2000 Employee Stock Option and
Restricted Stock Plan, which have not been issued, do not vote, and are
subject to vesting based on continued
service.
|
(3)
|
Includes
206,631 shares owned directly by the reporting person and options to
purchase 4,915 shares of Issuer common stock that are currently
exercisable or that will become exercisable within 60 days after the date
hereof, but does not include 14,475 unvested shares of restricted stock
issued to the reporting person under the Issuer’s 2005 Equity Incentive
Plan, which may be voted immediately upon grant, but which may not be sold
prior to the vesting date or grants of 1,146 unvested shares of restricted
stock granted under the Issuer’s 2000 Employee Stock Option and Restricted
Stock Plan, which have not been issued, do not vote, and are subject to
vesting based on continued
service.
|
(4)
|
Based
on information provided by the Issuer that on February 2, 2009 there were
4,226,943 shares of the Issuer’s common stock outstanding (as
adjusted to reflect a 5% annual stock dividend paid by the Issuer on
February 2, 2009).
|
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.
|
|
Not
applicable.
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
|
Item
10.
|
Certification.
|
Not
applicable.
|
Dated: February 17, 2009 | ||
/s/ ROBERT F. MANGANO | ||
Robert
F. Mangano
|
||