c127101sc13ga2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

1st Constitution Bancorp
 (Name of Issuer)
 
Common Stock, No Par Value
 (Title of Class of Securities)
 
31986N102
 (CUSIP Number)
 
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
x
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).
 
Page 1 of 5 pages
 
CUSIP No.     31986N102
  

 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)                         ROBERT F. MANGANO
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  o
(b)  o
 
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION      
 
U.S.A.
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
 
SOLE VOTING POWER 
 
249,927 (1)
 
6
 
SHARED VOTING POWER  
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
220,069 (2)
 
8
 
SHARED DISPOSITIVE POWER    
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
 
249,927 (1)
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
 
5.8%(3)
 
12
 
TYPE OF REPORTING PERSON 
 
 
IN
 
(1)
Includes (i) 211,016 shares owned directly by the reporting person, (ii) options to purchase 7,303 shares of Issuer common stock that are currently exercisable or that will become exercisable within 60 days after the date hereof, (iii) 1,750 shares of restricted stock issued to the reporting person under the Issuer’s 2005 Equity Incentive Plan vesting within 60 days after the date hereof and (iv) 29,858 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 (except to the extent transferability of such shares at or after the vesting date is otherwise restricted by Section 111 of the Economic Stabilization Act of 2008, as amended, and applicable regulations).

(2)
Includes (i) 211,016 shares owned directly by the reporting person, (ii) options to purchase 7,303 shares of Issuer common stock that are currently exercisable or that will become exercisable within 60 days after the date hereof and (iii) 1,750 shares of restricted stock issued to the reporting person under the Issuer’s 2005 Equity Incentive Plan vesting within 60 days after the date hereof; does not include 29,858 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 (except to the extent transferability of such shares at or after the vesting date is otherwise restricted by Section 111 of the Economic Stabilization Act of 2008, as amended, and applicable regulations).
 
(3)
Based on information provided by the Issuer that on December 31, 2009 there were 4,300,680 shares of the Issuer’s common stock outstanding.
 
Page 2 of 5 pages
 
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);
 
Page 3 of 5 pages
 
 
(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:
     
   
249,927   (1)
     
 
(b)
Percent of class:
     
 
 
5.8%(3)
     
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote
       
     
249,927   (1)
       
   
(ii)
Shared power to vote or to direct the vote
       
     
0
Page 4 of 5 pages
 
   
(iii)
Sole power to dispose or to direct the disposition of
       
     
220,069  (2)
       
   
(iv)
Shared power to dispose or to direct the disposition of
       
   
 
0
 
(1)
Includes (i) 211,016 shares owned directly by the reporting person, (ii) options to purchase 7,303 shares of Issuer common stock that are currently exercisable or that will become exercisable within 60 days after the date hereof, (iii) 1,750 shares of restricted stock issued to the reporting person under the Issuer’s 2005 Equity Incentive Plan vesting within 60 days after the date hereof and (iv) 29,858 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 (except to the extent transferability of such shares at or after the vesting date is otherwise restricted by Section 111 of the Economic Stabilization Act of 2008, as amended, and applicable regulations).
 
(2)
Includes (i) 211,016 shares owned directly by the reporting person, (ii) options to purchase 7,303 shares of Issuer common stock that are currently exercisable or that will become exercisable within 60 days after the date hereof and (iii) 1,750 shares of restricted stock issued to the reporting person under the Issuer’s 2005 Equity Incentive Plan vesting within 60 days after the date hereof; does not include 29,858 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 (except to the extent transferability of such shares at or after the vesting date is otherwise restricted by Section 111 of the Economic Stabilization Act of 2008, as amended, and applicable regulations).
 
(3)
Based on information provided by the Issuer that on December 31, 2009 there were 4,300,680 shares of the Issuer’s common stock outstanding.
 
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.

Page 5 of 5 pages
 
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.
 
  Dated:   January 26, 2010  
     
     
  /s/ Robert F. Mangano  
 
Robert F. Mangano
  
     
     


 
 
 

Page 5 of 5 pages