december 31 , 2016/media/others/banking/financial... · 610 guadalupe, llc city hall llc hogarth...

2454380

Board of Governors of the Federal Reserve System

FR Y-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of 2

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section 8(a)

This report form is to be fi led by all top-tier bank holding compa-nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualify-ing foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 21 1.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently va lid 0 MB control number.

of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C . §§ 248(a)(1), 602, and 611a); Section 211 .1 3(c) of Regulation K (12 C.F.R. § 21 1.13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.5(b)) and section 1 O(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair-man of the board must sign the report.

1, Timothy G. Marshall Name of the Holding Company Director and Official

President & CEO TIiie of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre-pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and bel ief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.FR. Part 261, that the Reporter and individual consent to public release of all details in~ o~ concerning that individual.

Date of Signature

For holding companies not registered with the SEC-Indicate status of Annual Report to Shareholders:

~ is included with the FR Y-6 report D will be sent under separate cover D is not prepared

For Federal Reserve Bank Use Only

RSSDID ~----------- -----~ C.I. ---------

Date of Report (top-tier holding company's fiscal year-end):

December 31 , 2016 Month/ Day/ Year

None Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address Arbor Bancorp, Inc. Legal Title of Holding Company

125 South Fifth Ave (Mailing Address of the Holding Company) Street / P.O. Box

Ann Arbor Ml City State

Physical Location (if different from mailing address)

48104 Zip Code

Person to whom questions about this report should be directed: Mark J. Slade Exec. VP & CFO Name

734-327-1136 Area Code/ Phone Number / Extension

734-669-7160 Area Code I FAX Number

[email protected] E-mail Address

www.bankofannarbor.com

TIiie

Address (UR L) for the Holding Company's web page

Does the reporter request confidential treatment for any portion of this submission?

D Yes Please identify the report items to which this request applies:

[R) No

D In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request is being provided.

D The information for which confidential treatment is sought is being submitted separately labeled "Confidential."

Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 2oth and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503.

12/2015

Arbor Bancorp, Inc. Form Y6: December 31, 2016

Item la) l OK (Not applicable)

Item 1 b) Annual Report (Enclosed)

Item 2) Organization Chart (Enclosed)

Item 2b) Branch Verification (Enclosed)

Item 3a) Shareholders voting greater than 5%

Name Address Citizenship # of # of # of % Shares Options Convertible Owned

Shares Thomas P. Borders Austin, TX. USA USA 60,000 5,000 13,986 8.52%

78703 William C. Martin Ann Arbor, MI. USA USA 142,700 0 40,909 19.34%

48105 Michael C. Martin Ann Arbor, MI. USA USA 25,598 0 699 2.89%

48105 David R. Sams Ann Arbor, MI. USA USA 36,488 1,000 8,741 5.03%

48 108

Item 3b) NIA

Item 4) Directors and Officers (See Attached)

Ann Arbor, Michigan State of Incorporation – Michigan

LEI: None

Bank of Ann Arbor Ann Arbor, Michigan

State of Incorporation – Michigan LEI: None

March 16, 2017

100% Owned

Arbor Bancorp Statutory Trust I

Ann Arbor, Michigan State of Incorporation – Connecticut

LEI: None

100% Owned

BOAA Leasing LLC Managing Member Ann Arbor, Michigan

State of Incorporation – Michigan LEI: None

UniFi Equipment Finance, Inc.

Ann Arbor, Michigan State of Incorporation – Michigan

LEI: None

100% Owned

100% Owned

Results: A list of branches for your depository institution: BANK OF ANN ARBOR (ID_RSSD: 2390929). This depository institution is held by ARBOR BANCORP, INC. (2454380) of ANN ARBOR, MI. The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017.

Reconciliation and Verification Steps 1. In the Data Action column of each branch row, enter one or more of the actions specified below 2. If required, enter the date in the Effective Date column

Actions OK: If the branch information is correct, enter 'OK' in the Data Action column. Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column. Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column. Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column. Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.

Submission Procedure When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information. If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.

Note: To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://y10online.federalreserve.gov.

* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.

Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments OK Full Service (Head Office) 2390929 BANK OF ANN ARBOR 125 SOUTH FIFTH AVENUE ANN ARBOR MI 48104 WASHTENAW UNITED STATES 56263 0 BANK OF ANN ARBOR 2390929 OK Full Service 3717466 ELLSWORTH OFFICE 801 WEST ELLSWORTH ROAD ANN ARBOR MI 48108 WASHTENAW UNITED STATES 457989 5 BANK OF ANN ARBOR 2390929 OK Full Service 3528644 STADIUM OFFICE 2204 WEST STADIUM BOULEVARD ANN ARBOR MI 48103 WASHTENAW UNITED STATES 419761 4 BANK OF ANN ARBOR 2390929 OK Full Service 3528626 TRAVER VILLAGE OFFICE 2649 PLYMOUTH ROAD ANN ARBOR MI 48105 WASHTENAW UNITED STATES 358945 1 BANK OF ANN ARBOR 2390929 OK Full Service 4131087 PLYMOUTH BRANCH 1333 ANN ARBOR ROAD WEST PLYMOUTH MI 48170-1238 WAYNE UNITED STATES 82015 6 BANK OF ANN ARBOR 2390929 OK Full Service 4779292 SALINE BRANCH 179 EAST MICHIGAN AVENUE SALINE MI 48176 WASHTENAW UNITED STATES Not Required Not Required BANK OF ANN ARBOR 2390929 OK Full Service 3528596 YPSILANTI BRANCH 7 WEST MICHIGAN AVENUE YPSILANTI MI 48197 WASHTENAW UNITED STATES 359737 2 BANK OF ANN ARBOR 2390929

http:https://y10online.federalreserve.gov

FORM Y6 (as of Dec 2016) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.**

Bank of Ann Arbor Other Affiliates:

Midtown Group, Inc. Which includes:

Midtown Realty, LLC 610 Guadalupe, LLC City Hall LLC

Hogarth Management, LLC

Douglas Lake LLC

Arbor Green II, LP**

The Tapestry Foundation

MTG Portfolio, Ltd

Texas One Capital Mgt. LLC

Sixth Street Film, Ltd

Sixth Street Management

214-218 South State St., LLC

6559 Partners, Ltd

Whistler Goods, LP

SSF Seventeen, LP

HV AC Acquisition, Inc.

Greenhill Recreation, LLC 2222 Rosewood, LLC 1801 West Parmer Lane, LLC

Thomas P. Borders Austin, Texas v>/1 Business Owner/Investor

Title No.Of Percent Position Shares Owned

Director 78,986 8.52%

Director

President 50%

Member 22.65% Member 50%

Member 100%

Partner 23%

Director Limited

49.5% Partner Member 30.00% General

100% Partner President 100%

Member 7.575%

Partner 49.5%

Partner .01%

Partner 99%

Member 20%

Manager Manager 0% Manager 0%

**The bank stock is owned by Arbor Green II, LP and 6559 Partners, Ltd. Midtown Group, Inc. is the General Partner owning I% in both entities. Mr. Borders is the President of Midtown Group, Inc. He also is a 23% limited partner of Arbor Green II, LP and 49.5% limited partner of 6559 Partners, Ltd.


Name:

Address:


Arbor Bancorp, Inc.


Arboretum Ventures

Arboretum Ventures, II, LP

Arboretum Ventures, Ila, LP

Arboretum Ventures, I, LLC

Arboretum Ventures, I-A, LLC

Arboretum Ventures, III, LP

Arboretum Investment Manager, LLC Arboretum Investment Manager II, LLC

Arboretum Investment Manager Ila, LLC

Arboretum Investment Manager III, LLC

Arboretum Ventures IV, LP

Arboretum Investment Manager IV, LLC

Signature:

Jan L. Garfinkle Ann Arbor, Michigan U>A

Venture Capitalist Title No.Of Percent

Position Shares Owned

Director 7,248 0.79%

Director

President 680 68.0% Managing

n/a 20.8% Director

Managing n/a 20.8%

Director Managing

n/a 20.0% Director

Managing n/a 10.0%

Director Managing

n/a 1.2% Director

Managing n/a 68.0%

Member Managing

n/a 48.0% Member

Managing n/a 48.0%

Member Managing

n/a 38.0% Member

Managing n/a 1.5%

Director Managing

n/a 27.1% Member

Date: 3 f ~ / l q-i


Name:

Address:


Arbor Bancorp, Inc.

Bank of Am1 Arbor

Other Affiliates:

Integrated Care Alliance, LLC

King Consultant Group, LLC

Isadore J. King Ann Arbor, Michigan v>II Health Care Executive



Director

President & CEO

0 0

President & 1 100%

CEO

Date: J )ts/;/


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Timothy G. Marshall Ann Arbor, Michigan v.sA

Bank CEO Title No. Of Percent


Director & 18,600 2.03%

CEO

Director & CEO

~ /J .. Signature:/~~ Date: 3 -/ :;-- 1-e1+


Name:

Address:


Arbor Bancorp, Inc.


Huron Ashley LLP Traver Village LLP South First Associates LLC First Properties Assoc. LLP Millcreek One LLC Mill Creek II Assoc. 3965 South State Associates LLC

2001 Commonwealth LLC Keweenaw LLC 317 Maynard LLC 330 East Liberty LLC 520 East Liberty LLC 555 South Forest LLC 320 South Division LLC Rabbit Bay LLC 201 Depot LLC Long Timber Ranch LLC Traverwood Apartments LLC 116-120 W. Huron LLC Traverwood Properties MDI LLC Second Properties Associates LLC EPALLC

Signatur~ --------- --- -

Michael C. Martin Ann Arbor, Michigan t.J>A

Real Estate Developer Title No. Of Percent


Director 26,297 2.89%

Director

Member 24.50% Member 32.00% Member 19% Member 25% Member 26.11 % Partner 35.63%

Member 32% Member 1% Member 20% Member 35.05% Member 15% Member 15% Member 1% Member 1% Member 24.50% Member 50% Member 10% Member 25% Member 25% Member 37.50% Member 4. 166705% Member 50%

Date: - ;~_~_1_L,_-_l _1 _ _ _


Name·:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: First Martin Corporation C-3 Partners Depot Street Benevolent Assn. Homestead Commons LLC Homestead Office LLC Huron Ashley LLC Traver Village LLC Second Properties Assoc. LLC First Properties Assoc. LLC Main/Washington Assoc. LLC Green Road Assoc. LLC Mill Creek One LLC Mill Creek II Assoc. Traverwood Traverwood Properties I LLC City Hall LLC Trackside Restaurant Corp. 3 965 South State Associates LLC 2001 Commonwealth LLC Keweenaw LLC -API Properties 815 LLC Traverwood Properties MDI LLC Traverwood Properties II LLC 31 7 Maynard LLC 2401, LLC Traverwood Properties III LLC 330 East Liberty LLC 520 East Liberty LLC 555 South Forest LLC 320 South Division LLC Rabbit Bay LLC

William C. Martin Ann Arbor, Michigan U.5 A

Real Estate Developer Title No. Of Percent


Director 183,609 19.34%

Director

Owner 100% Member 50% Member 50% Member 98.95% Member 72% Member 49% Member 34% Member 81.33%

_- Member 48% Member 49% Member 98% Member 47.79% Member 18.75% Owner 100%

Member 50% Member 63 .73% Member 52.27272% Member 25% Member 49% Member 58% Member 100% Member 25% Member 50% Member 9.90% Member 50% Member 50% Member 35% Member 35% Member 49% Member 49% Member 49%

Dreamland LLC Member 50% South First Associates LLC Member 48.798% Martin Family Foundation Owner 100% First Chaiier Service Corp Owner 100% Traverwood Bank LLC Member 50% Traverwood Apartments LLC Member 25%

Date: 3/ 1v-1 1 ---------


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

Perich + Partners

Ernest G. Perich Ann Arbor, Michigan U.::>11

Advertising Agency Owner Title No.Of Percent


Director 16,200 1.77%

Director

Owner 100%


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

360 Advisors

SI Company NuStep, Inc Morgan & State Ridge Run III, LLC State & Venture, LLC

Pondview Properties, LLC

NuStep IC-Disc, Inc

David R. Sarns Ann Arbor, Michigan V.S/1

Private Investor Title No.Of Percent


Director 46,229 5.03%

Director

Managing 100%

Member Manager 49%

Shareholder 20% Shareholder 5,000 11%

Member 100% Member 20%

owned by 0%

parents Shareholder 20%

3/is1c Date: -~,---"/-1~'-f----,----


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

Sesi Lincoln Mazda Volvo LMV Properties Madison Plaza, LLC Sesi Real Estate Investment Sesi Agency Incorporated

Signature:

Joseph A. Sesi Ann Arbor, Michigan \) ~,4

Car Dealership Owner Title No.Of Percent


Director 24,486 2.65%

Director

Owner 100% Owner 100% Owner 33%

100% 100%

Date: ------- - -


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor


Cynthia H. Wilbanks

Ypsilanti, Michigan \.)S/J

University Administrator Title No. Of Percent



Director


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

NeuMoDx Molecular, Inc.

Strata Oncology, Inc.

Signature: /1 /V'--... '-=Ir~ __,

Jeffrey S. Williams Ann Arbor, Michigan V 5.4 Managing Director Cavanaugh Lake, LLC



Director

Chainnan & CEO

Director


Name:

Address:


At·bor Bancorp, Inc.

Bank of Ann At·bor


Cynthia J. Livesay Alm At·bor, Michigan J$,4

Credit Officer Title No.Of

Position Shares

VP 6,518

Executive VP

Signature: _,_,A""'/'"""~"'/1_ ...... _==---------=========--------- Date: ~ - \S' ~ \\

Percent Owned

0.71%


Name:

Address:


Arbor Bancorp, Inc. Bank of Ann Arbor


Signature:

Mark J. Slade Ann Arbor, Michigan v:;IJ

Bank CFO Title No. Of Percent


VP&CFO 6,526 0.72% Executive

VP &CFO

Date: __ 3_/_1_?_ft~1 z'--- --


Name:

Address:


Arbor Bancorp, Inc. Bank of Ann Arbor


Lyle F. Dahlberg Ann Arbor, Michigan J5/J

Trust Officer Title No. Of Percent


VP 5,064 0.56% 1st VP

Signature: ------1L....Sl'--~ _LF_- ---'-"Q ___ l _t).,______ Date: _ -y_/_1_6.....:..../_;2_..'.)_J_7,___

\


Name:

Address:

Principal Occupation :

Arbor Bancorp, Inc.

Bank of Ann Arbor


Signature:~

Charles E. Crone Ann Arbor, Michigan V '5 /1

Loan Officer Title No. Of Percent


VP 4,724 0.52%

EVP & Chief Revenue Officer

Date:


Name:

Address:


Arbor Bancorp, Inc.

Bank of Ann Arbor


Patti H. Judson Ann Arbor, Michigan v~II

Bank Officer Title No. Of

Position Shares

VP 6,940

EVP&COO

. Bp=k Signature: _ _ _ _ :=g-+---1----------- Date: J / 17 / '7

Percent Owned

0.76%

FR Y-6 Page 1Report Item 2a: Organization ChartReport Item 2b: Domestic Branch ListingReport Item 3: Securities HoldersReport Item 4: Insiders

december 31 , 2016/media/others/banking/financial... · 610 guadalupe, llc city hall llc hogarth...

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