form13d
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Bancorp Rhode Island, Inc.
[GRAPHIC OMITTED]
(Name of Issuer)
Common Stock $0.01 par value per share
[GRAPHIC OMITTED]
(Title of Class of Securities)
059690 10 7
[GRAPHIC OMITTED]
(CUSIP Number)
Margaret D. Farrell, Esquire
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
[GRAPHIC OMITTED]
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 2002
[GRAPHIC OMITTED]
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent.
CUSIP No. 059690 10 7
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Merrill
W. Sherman
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Not applicable.
(b) Not applicable.
[GRAPHIC OMITTED]
3. SEC Use Only
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4. Source of Funds (See Instructions) PF
[GRAPHIC OMITTED]
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization United States
[GRAPHIC OMITTED]
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 198,375 (1)
[GRAPHIC OMITTED]
8. Shared Voting Power 0
[GRAPHIC OMITTED]
9. Sole Dispositive Power 198,375 (1)
[GRAPHIC OMITTED]
10. Shared Dispositive Power 0
(1) Includes 7,700 Shares of Restricted Stock and 139,675 options to purchase the Issuer's Common Stock exercisable within 60 days.
[GRAPHIC OMITTED]
11. Aggregate Amount Beneficially Owned by Each Reporting Person 198,375
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[GRAPHIC OMITTED]
13. Percent of Class Represented by Amount in Row (11) 5.11%
[GRAPHIC OMITTED]
14. Type of Reporting Person (See Instructions) IN
[GRAPHIC OMITTED]
Item 1. Security and Issuer
Common Stock $0.01 par value per share ("Common Stock"), Bancorp Rhode Island, Inc., One Turks Head Place,
Providence, Rhode Island 02903.
Item 2. Identity and Background
(a) Merrill W. Sherman;
(b) One Turks Head Place, Providence, Rhode Island 02903;
(c) President, Chief Executive Officer and Director of Bancorp Rhode Island, Inc., (the "Issuer");
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding;
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction with respect to, and the Reporting Person is
not subject to a judgment, decree or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws; and
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
The funds used to purchase certain securities herein described came from the personal resources of the Reporting
Person. Other securities described herein were granted by the Issuer as incentive compensation. This filing is
being made because the scheduled vesting of certain of the Reporting Person's options to purchase Common Stock
resulted in the Reporting Person owning beneficially 5% or more of the outstanding securities of the Issuer
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act").
Item 4. Purpose of Transaction
The Reporting Person, who serves as Director, President and Chief Executive Officer of the Issuer has acquired
certain of the shares over time as an investment and other shares and options as incentive compensation. The
Reporting Person has no plans, in her capacity as an individual investor, which relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer, or the disposition of the securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to any of those enumerated above.
In her capacity as a director or as an executive officer of the Issuer, the Reporting Person may, from time to time,
have a role in formulating plans which relate to or would result in any of the foregoing actions, which would be
disclosed by the Issuer as required under applicable law. The Reporting Person has no such plans in her capacity as
an investor.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of securities identified pursuant to Item 1 is 198,375, which includes 7,700
shares of Restricted Stock and 139,675 options to purchase the Issuer's Common Stock exercisable
within 60 days, representing 5.11% of the class of securities outstanding as contained in the most
recently available filing with the Commission by the Issuer;
(b) The number of shares as to which there is sole power to vote or to direct the vote is 198,375, which
includes 7,700 shares of Restricted Stock and 139,675 options to purchase the Issuer's Common Stock
exercisable within 60 days; the number of shares as to which there is sole power to dispose or to
direct the disposition is 198,375, which includes 7,700 shares of Restricted Stock and 139,675 options
to purchase the Issuer's Common Stock exercisable within 60 days;
(c) On December 28, 2001, the Reporting Person exercised certain stock options that were fully vested and
exercisable and purchased 10,000 shares of the Issuer's Common Stock at $10.00 per share, for an
aggregate purchase price of $100,000;
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities;
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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.
January 24, 2002
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Date
/s/ Merrill W. Sherman
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Signature
Merrill W. Sherman
President and Chief Executive Officer
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Name/Title
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