2454380

Board of Governors of the Federal Reserve System

FRY-6 0MB Number 7100-0297 Approval expires November 30. 2019 Page 1 of 2 .

Annual Report of Holding Companies-FR Y-6

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)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a)

This report form is to be filed by all top-tier bank holding compa-nies, top-tier savings and loan holding companies, and U.S. inter-mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require-ments of and is not treated as a qualifying foreign banking orga-nization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon-sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.

and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 61 1a); and sec-tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)). 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 chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. 1, Timothy G. Marshall

Name of the Holding Company Director and Official

President & CEO nue 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 belief.

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.F R. Part 261, that t~Ffefiorter d i i-vidyal consent to public release of all de/effs in the-re , i t individu I.

Date of Signature

For holding companies nm registered with the SEC-Indicate status of Annual Report to Shareholders:

IBJ 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 , 2017 Month I 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 48104 -------City State Zip Code

Physical Location {If different from malling address)

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

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

734-669-7160 Area Code/ FAX Number

mslade@boaa.com E-mail Address

www.bankofannarbor.com

Title

Address (URL) for the Holding Company's web page

Is confidential treatment requested for any portion of [a=Nol_____ this report submission? .... ... ........ ... .. .... ............ ~ In accordance with the General lnstrucUons for this report (check only one),

1. a letter justifying this request is being provided along with the report . . . . . .. . . . . . . . . . .. . . . .. . . . . . . . . . . . . . . . . .. . . . .. . .. .. . . . . . D

2. a letter justifying this request has been provided separately ... D NOTE: Information for which confidential treatment is being requested

must be provided separately and labeled as "confidential."

Public reporting burden for this information colleclion is estimated to vary from 1.3 to 101 hours per response. with an average of 5.50 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 lhis burden estimate or any other aspect of this collection of information, including suggeslions for reducing this burden to: Secretary. Board of Governors of the Federal Reserve System, 20th and C Streets. NW, Washington. DC 20551 . and 10 u,e Office of Management and Budget. Paperwor1< Reduction Project (7100-0297), Washington, OC 20503. 0312018

Ann Arbor, Michigan State of Incorporation – Michigan

LEI: None

Bank of Ann Arbor Ann Arbor, Michigan

State of Incorporation – Michigan LEI: 549300PI8J8CV6B53I58

March 20, 2018

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 12/31/2017. Data reflects information that was received and processed through 01/04/2018.

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 Not Required 0 BANK OF ANN ARBOR 2390929 OK Full Service 3717466 ELLSWORTH OFFICE 801 WEST ELLSWORTH ROAD ANN ARBOR MI 48108 WASHTENAW UNITED STATES Not Required 5 BANK OF ANN ARBOR 2390929 OK Full Service 3528644 STADIUM OFFICE 2204 WEST STADIUM BOULEVARD ANN ARBOR MI 48103 WASHTENAW UNITED STATES Not Required 4 BANK OF ANN ARBOR 2390929 OK Full Service 3528626 TRAVER VILLAGE OFFICE 2649 PLYMOUTH ROAD ANN ARBOR MI 48105 WASHTENAW UNITED STATES Not Required 1 BANK OF ANN ARBOR 2390929 OK Full Service 3430297 BIRMINGHAM BRANCH 33583 WOODWARD AVENUE BIRMINGHAM MI 48009 OAKLAND UNITED STATES Not Required 8 BANK OF ANN ARBOR 2390929 OK Full Service 4131087 PLYMOUTH BRANCH 1333 ANN ARBOR ROAD WEST PLYMOUTH MI 48170-1238 WAYNE UNITED STATES Not Required 6 BANK OF ANN ARBOR 2390929 OK Full Service 4779292 SALINE BRANCH 179 EAST MICHIGAN AVENUE SALINE MI 48176 WASHTENAW UNITED STATES Not Required 7 BANK OF ANN ARBOR 2390929 OK Full Service 3528596 YPSILANTI BRANCH 7 WEST MICHIGAN AVENUE YPSILANTI MI 48197 WASHTENAW UNITED STATES Not Required 2 BANK OF ANN ARBOR 2390929

http:https://y10online.federalreserve.gov

Arbor Bancorp, Inc.

Form Y6: December 31, 2017

Item 1) Annual Report (Enclosed)

Item 2a) Organization Chart (Enclosed)

Item 2b) Domestic Branch Listing (Enclosed)

Item 3) Securities Holders

Name Address Citizenship # of

Shares # of

Options Convertible

Shares %

Owned Thomas P. Borders Austin, TX. 78703 USA 180,000 18,000 41,958 8.52% William C. Martin Ann Arbor, MI. 48105 USA 480,945 0 122,727 20.98% Michael C. Martin Ann Arbor, MI. 48105 USA 34,449 0 2,098 1.33%

Item 4) Insiders (Enclosed)

F:\AdministrationDepartmentData\FR Y 6\2017 FRY 6 Cover Sheet

Ne.uJ :

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.**

Bank of Ann Arbor Other Affiliates:

Midtown Group, Inc. V{hich 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

RV AC Acquisition, Inc.

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

Thomas P. Borders Austin, Texas

Business Owner/ Investor

Title No. Of Percent Position Shares Owned

Director 239,958 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 1 % 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., /

l 'lDY lJ 3S~ Sr, L~ f..,f ()..{)~ er 0°/o

Date 'J, / ~} 'if _ _,___ +, --------

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor Other Affiliates:

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

Venture Capitalist Title No.Of Percent

Position Shares Owned

Director 24,745 0.89%

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: _ .z..+--/ ----i7f (_f_f> _

FORM ¥6 (as of Dec 2017)

Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

King Consultant Group, LLC

Kente Capital Investments, LLC

Kappa Foundation, Inc.

Integrated Care Alliance, LLC

Integrated Care Partners, Inc.

Isadore J. King Ann Arbor, Michigan

Management Consultant

Title No.Of Percent Position Shares Owned

Director 15,900 0.57%

Director

President & 1

100% CEO

President 1 11.1 %

President NIA Not for Profit

Treasurer & 0 0% Secretary

Treasurer NIA Not for Profit

Date: _ 3__,_/_;_· 9 /;_i_g_

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Timothy G. Marshall Ann Arbor, Michigan

Bank CEO Title No. Of Percent

Position Shares Owned

Director & 63,298 2.27%

CEO

Director & CEO

Signature: .~ Date: c:z),y~c!] - ----,~ - --

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

P1incipal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: 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 31 7 Maynard LLC 3 3 0 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 Traverwood Properties II LLC

Signature~-------- - ----

Michael C. Martin Ann Arbor, Michigan

Real Estate Developer Title No. Of Percent

Position Shares Owned

Director 36,547 1.33%

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% Member 50%

Date: __ J_/ _~_LP_l_t _r __

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

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. 3965 South State Associates LLC 2001 Commonwealth LLC Keweenaw LLC API Properties 815 LLC Traverwood Properties MDI LLC 31 7 Maynard LLC 2401, LLC -Traverwood Prope1iies III LLC 3 3 0 East Liberty LLC 520 East Liberty LLC 555 South Forest LLC

William C. Martin Ann Arbor, Michigan

Real Estate Developer Title No. Of Percent

Position Shares Owned

Director 603,672 20.98%

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 9.90% Member 50% Member 50% Member 35% Member 35% Member 49%

320 South Division LLC Member 49% Rabbit Bay LLC Member 49% Dreamland LLC Member 50% South First Associates LLC Member 48.798% Martin Family Foundation Owner 100% First Charter Service Corp Owner 100% Traverwood Apartments LLC Member 25%

Signature: Date: -----------

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

Perich + Partners

Ernest G. Perich Ann Arbor, Michigan

Advertising Agency Owner Title No.Of Percent

Position Shares Owned

Director 51,600 1.86%

Director

Owner 100%

--, . I g

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

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

Joseph A. Sesi Ann Arbor, Michigan

Car Dealership Owner Title No.Of Percent

Position Shares Owned

Director 76,458 2.73%

Director

Owner 100% Owner 100% Owner 33%

100% 100%

Date: .a -Cf-.;l ()/ g

----- - - - -

. I

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

360 Advisors

SI Company NuStep, Inc MGr-t!-an-&...gtate Ridge Run III, LLC State & Venture, LLC

Pondview Properties, LLC

NuS1e.p..IC-Dis.c., Inc

David R. Sarns Ann Arbor, Michigan

Private Investor Title No. Of Percent

Position Shares Owned

Director 141,688 5.08%

Director

Managing 100%

Member Manager 49%

Shareholder ~ t.8i Shar.eholder -5,GGO ..:J.-1..0/o·

Member 100% Member 20%

owned by 0%

parents Shar..ehokler .29°1o

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Cynthia H. Wilbanks

Ypsilanti, Michigan

University Administrator Title No. Of Percent

Position Shares Owned

Director 22,500 0.81%

Director

Signature ~lJi;v/,fWU,~ Date: c::l ·- J?'- / f7

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates:

NeuMoDx Molecular, Inc.

Strata Oncology, Inc.

Jeffrey S. Williams Ann Arbor, Michigan

Managing Director Cavanaugh Lake, LLC

Title No. Of Percent Position Shares Owned

Director 18,000 0.65% ---

Director

Chairman & CEO

Chairman

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

P1incipal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Signature: z£ ~d7

Erik W. Bakker Ann Arbor, Michigan Trust Officer and Birmingham Chief Lending Officer

Title No. Of Percent Position Shares Owned

VP 4,500 0.16

EVP

Date: _ 2_/

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Charles E. Crone Ann Arbor, Michigan

Loan Officer Title No.Of Percent

Position Shares Owned

VP 18,248 0.66%

EVP & Chief Revenue Officer

Date:

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Patti H. Judson Ann Arbor, Michigan

Bank Officer Title No. Of Percent

Position Shares Owned

VP 24,620 0.89%

EVP& COO

Date: ------ - --

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Cynthia J. Livesay Ann Arbor, Michigan

Credit Officer

Title No.Of Position Shares

VP 23,305

Executive VP

Signature: --~-""---"'---=------=------ --- Date: 0 \ ~ \ ~

Percent Owned

0.84%

FORM Y6 (as of Dec 2017) Item 4): Directors and Officers

Name:

Address:

Principal Occupation:

Arbor Bancorp, Inc.

Bank of Ann Arbor

Other Affiliates: None

Signature:

Mark J. Slade Ann Arbor, Michigan

Bank CFO Title No. Of Percent

Position Shares Owned

VP & CFO 23,329 0.84%

Executive VP & CFO

Date: 2 /; t.. /;? ----,,f--'--'--''-