UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
West Coast Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
952145100
(CUSIP Number)
January 20, 2010
(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)
[ x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for 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 the 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 (“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. 952145100
Page 2 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Basswood Opportunity Partners, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(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
None.
6. SHARED VOTING POWER
2,652,950
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
2,652,950
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,652,950
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12.
TYPE OF REPORTING PERSON
PN
CUSIP NO. 952145100
Page 3 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Basswood Opportunity Fund, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(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
None.
6. SHARED VOTING POWER
847,050
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
847,050
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
847,050
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12.
TYPE OF REPORTING PERSON
CO
CUSIP NO. 952145100
Page 4 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Basswood Capital Management, L.L.C.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(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
None.
6. SHARED VOTING POWER
3,500,000
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
3,500,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12.
TYPE OF REPORTING PERSON
OO
CUSIP NO. 952145100
Page 5 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Marcel Lindenbaum
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
250,000
6. SHARED VOTING POWER
None.
7. SOLE DISPOSITIVE POWER
250,000
8. SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 952145100
Page 6 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Matthew Lindenbaum
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
138,000
6. SHARED VOTING POWER
3,500,000
7. SOLE DISPOSITIVE POWER
138,000
8. SHARED DISPOSITIVE POWER
3,500,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,638,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 952145100
Page 7 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Bennett Lindenbaum
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
138,000
6. SHARED VOTING POWER
3,500,000
7. SOLE DISPOSITIVE POWER
138,000
8. SHARED DISPOSITIVE POWER
3,500,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,638,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 952145100
Page 8 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Nathan Jeremy Lindenbaum
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
138,000
6. SHARED VOTING POWER
None.
7. SOLE DISPOSITIVE POWER
138,000
8. SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 952145100
Page 9 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Abigail Lindenbaum Tambor
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
138,000
6. SHARED VOTING POWER
None.
7. SOLE DISPOSITIVE POWER
138,000
8. SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 952145100
Page 10 of 18 Pages
13G
1.
NAME OF REPORTING PERSONS
Victoria Lindenbaum Feder
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
:
5. SOLE VOTING POWER
138,000
6. SHARED VOTING POWER
None.
7. SOLE DISPOSITIVE POWER
138,000
8. SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12.
TYPE OF REPORTING PERSON
IN
Item 1.
(a)
Name of Issuer:
West Coast Bancorp
(b)
Address of Issuer's Principal Executive Offices:
5335 Meadows Road, Suite 201
Lake Oswego, Oregon 97035
Item 2.
(a)
Names of persons filing:
See Cover Pages, Item 1.
(b)
Address of Principal Business Office or, if none, Residence:
c/o Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, New York 10022
(c)
Citizenship:
See Cover Pages, Item 4.
(d)
Title of class of Securities:
Common Stock, no par value per share
(e)
CUSIP No.:
952145100
Item 3. Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
Not applicable.
Item 4. Ownership
See Cover Pages, Items 5 through 11.
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon 87,171,666 shares of Common Stock outstanding as of February 8, 2010, as reported by the Issuer in its Amendment No. 1 to Form S-3 filed on February 10, 2010.
Basswood Capital Management, L.L.C. is the investment manager for Basswood Opportunity Partners, LP and Basswood Opportunity Fund, Inc. and Matthew Lindenbaum and Bennett Lindenbaum are the managing members of such investment manager. Basswood Opportunity Partners, LP, Basswood Opportunity Fund, Inc., Basswood Capital Management, L.L.C., Marcel Lindenbaum, Matthew Lindenbaum, Bennett Lindenbaum, Nathan Jeremy Lindenbaum, Abigail Lindenbaum Tambor, and Victoria Lindenbaum Feder may be deemed to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed to beneficially own the Common Stock beneficially owned by the other members constituting such group. The group may be deemed to collectively hold 4,440,000 shares of Common Stock which represents approximately 5.1% of the Common Stock.
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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Please see Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, each of the undersigned certifies that, to the best of his, her, or its individual knowledge and belief, 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, by the undersigned in connection with, or as a participant in, any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.
Dated: February 12, 2010
BASSWOOD OPPORTUNITY PARTNERS, LP
BY: BASSWOOD PARTNERS, L.L.C., its General Partner
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Managing Member
BASSWOOD OPPORTUNITY FUND, INC.
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Director
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Managing Member
/s/
Marcel Lindenbaum
Marcel Lindenbaum
/s/ Matthew Lindenbaum
Matthew Lindenbaum
/s/ Bennett Lindenbaum
Bennett Lindenbaum
/s/ Nathan Jeremy Lindenbaum
Nathan Jeremy Lindenbaum
/s/
Abigail Lindenbaum Tambor
Abigail Lindenbaum Tambor
/s/ Victoria Lindenbaum Feder
Victoria Lindenbaum Feder
INDEX TO EXHIBITS
EXHIBIT A
Agreement of Reporting Persons
EXHIBIT B
Identification of Members of the Group
EXHIBIT A
Agreement of Reporting Persons
Each of the undersigned hereby agree to file jointly this Schedule to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of this Schedule and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to this Schedule, and any amendments thereto, filed on behalf of each of the parties hereto.
Dated: February 12, 2010
BASSWOOD OPPORTUNITY PARTNERS, LP
BY: BASSWOOD PARTNERS, L.L.C., its General Partner
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Managing Member
BASSWOOD OPPORTUNITY FUND, INC.
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Director
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By:
/s/ Matthew Lindenbaum
Name:
Matthew Lindenbaum
Title:
Managing Member
/s/
Marcel Lindenbaum
Marcel Lindenbaum
/s/ Matthew Lindenbaum
Matthew Lindenbaum
/s/ Bennett Lindenbaum
Bennett Lindenbaum
/s/ Nathan Jeremy Lindenbaum
Nathan Jeremy Lindenbaum
/s/
Abigail Lindenbaum Tambor
Abigail Lindenbaum Tambor
/s/ Victoria Lindenbaum Feder
Victoria Lindenbaum Feder
EXHIBIT B
Identification of Members of the Group:
Basswood Opportunity Partners, LP
Basswood Opportunity Fund, Inc.
Basswood Capital Management, L.L.C.
Marcel Lindenbaum
Matthew Lindenbaum
Bennett Lindenbaum
Nathan Jeremy Lindenbaum
Abigail Lindenbaum Tambor
Victoria Lindenbaum Feder