SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)

 

Bancorp Rhode Island, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

059690 10 7

(CUSIP Number)

 

December 31, 2007

(Date Of Event Which Requires Filing of this Statement)

 

 

 

 

*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 on 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).

 

(A fee is not being paid with this statement.)

 

 

 

 

 

_______________________

*Includes 12,000 shares held by trusts of which the Reporting Person is sole trustee.

 

Item 1(a). Name of Issuer.

 

Bancorp Rhode Island, Inc.

 

Item 1(b). Address of Issuer's Principal Executive Offices.

 

One Turks Head Place

Providence, RI 02903

Item 2.

2(a). Name of Person Filing.

 

Malcolm G. Chace

 

2(b). Address or Principal Business Office or, if none, Residence.

 

c/o Point Gammon Corporation

One Providence Washington Plaza, 4^th Floor

Providence, Rhode Island 02903

 

2(c). Citizenship.

 

United States

 

2(d). Title of Class of Securities.

 

Common Stock, par value $0.01 per share

 

2(e). CUSIP Number.

 

059690 10 7

Item 3.

Not Applicable

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.

 

The reporting person beneficially owns: 540,315 shares of Common Stock, (i) 69,609 shares of which are held in a Grantor Trust over which Mr. Chace has sole voting power and sole power to direct the disposition, (ii) 12,000 shares of which are held in trust for which Mr. Chace acts as sole trustee and over which Mr. Chace has sole voting power and sole power to direct the disposition, (iii) 71,923 shares of which are held in trusts for which Mr. Chace acts as co-trustee and over which Mr. Chace shares voting power and the power to direct the disposition, (iv) 372,283 shares of which are held in trusts for which an immediate family member of Mr. Chace acts as a trustee and over which Mr. Chace is deemed to share voting power and the power to direct the disposition, (v) 10,000 shares are held by a non-profit corporation of which Mr. Chace is President, and (vi) 4,500 shares of which are owned by Mr. Chace’s spouse. Mr. Chace expressly disclaims any economic or beneficial interest in 24,225 of the shares held by certain trusts referenced in clause (ii) and (iii) and the 10,000 shares held by a non-profit corporation referenced in clause (v) with respect to which Mr. Chace has voting power but no pecuniary interest.

11.8% (based upon 4,561,921 shares 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

Not Applicable

_______________________

*Includes 12,000 shares held by trusts of which the Reporting Person is sole trustee.

 

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications.

Not Applicable

 

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.

 

 

/s/ Malcolm G. Chace

____________________________________