SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on August 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Northpointe Bancshares, Inc.
(Name of Issuer) |
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Common Stock, no par value
(Title of Class of Securities) |
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66661N886
(CUSIP Number) |
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06/30/2025
(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)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 66661N886 |
| 1 | Names of Reporting Persons
Castle Creek Capital Partners VII, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,137,091.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: (1) See Item 4
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SCHEDULE 13G
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| CUSIP No. | 66661N886 |
| 1 | Names of Reporting Persons
Castle Creek Capital VII LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,137,091.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 %
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| 12 | Type of Reporting Person (See Instructions)
HC, OO
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Comment for Type of Reporting Person: (1) See Item 4
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Northpointe Bancshares, Inc.
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| (b) | Address of issuer's principal executive offices:
3333 Deposit Drive Northeast Grand Rapids, MI, 49546
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| Item 2. | ||
| (a) | Name of person filing:
Castle Creek Capital Partners VII, LP
Castle Creek Capital VII LLC
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| (b) | Address or principal business office or, if none, residence:
11682 El Camino Real, Suite 320
San Diego, CA 92130
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| (c) | Citizenship:
Delaware
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| (d) | Title of class of securities:
Common Stock, no par value
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| (e) | CUSIP No.:
66661N886
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| 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) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,137,091 (1)
(1) As of June 30, 2025, Castle Creek Capital Partners VII, LP ("Fund VII") is deemed to beneficially own 3,137,091 shares of the voting common stock of the Issuer ("Voting Common Stock"), which represents approximately 9.9%* of the Voting Common Stock issued and outstanding. Such number of shares of Voting Common Stock includes (i) the 2,508,929 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 628,162 shares) of Voting Common Stock issuable to Fund VII and its affiliates upon conversion of the non-voting common stock of the Issuer ("Non-Voting Common Stock") held by Fund VII taking into consideration the 9.9% contractual and regulatory ownership cap to which Fund VII is subject (the "Ownership Cap"). Such number of shares of Voting Common Stock excludes (a) 2,676,869 shares of Non-Voting Common Stock held by Fund VII and (b) 120,000 depositary shares, each of which represents a 1/40th interest in a share of the Issuer's Series A Preferred Stock, held by Castle Creek Special Situations II, LP, an affiliate of the reporting persons. Since Fund VII does not presently, and will not within the next 60 days, have the right to acquire Voting Common Stock in respect of such Non-Voting Common Stock and/or such depositary shares (due in part to the Ownership Cap), those underlying shares are not included in the amount reported herein.
*This calculation is based 31,687,790 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 31,059,628 shares of the issuer's common stock, which represents the Voting Common Stock portion of the 34,364,659 shares of total common stock (both Voting Common Stock and Non-Voting Common Stock), outstanding as of May 15, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) increased by the 628,162 shares of Voting Common Stock that would be issued to Fund VII upon conversion of the maximum number of shares of Non-Voting Common Stock permitted in light of the Ownership Cap.
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| (b) | Percent of class:
9.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0
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| (ii) Shared power to vote or to direct the vote:
3,137,091 (1)
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| (iii) Sole power to dispose or to direct the disposition of:
0
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| (iv) Shared power to dispose or to direct the disposition of:
3,137,091 (1)
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement, dated as of August 14, 2025, by and between Castle Creek Capital Partners VII, LP and Castle Creek Capital VII LLC. |