UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 8, 2016

Bay Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (410) 737-7401

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

EXPLANATORY NOTE

This Amendment No. 2 on Form 8-K/A (this “Amendment”) amends Item 9.01 and the Exhibit Index of, and the exhibits to, the Current Report on Form 8-K filed by Bay Bancorp, Inc. (the “Company”) on July 11, 2016, as amended by Amendment No. 1 on Form 8-K/A filed by the Company on March 31, 2017 (the “First Amendment” and, together with the Form 8-K, the “Report”), as follows: (i) Exhibit 99.2 that was filed with the First Amendment is hereby refiled with signed reports of Dixon Hughes Goodman LLP and Stegman & Company, independent registered public accounting firms, because the signatures thereon were inadvertently omitted; (ii) Exhibit 99.4 that was filed with the First Amendment is hereby deleted and removed from the Report; and (iii) the consents of Dixon Hughes Goodman LLP and Stegman & Company, independent registered public accounting firms, are hereby filed as Exhibit 23.1 and Exhibit 23.2, respectively, to the Report.

Except as described above, this Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report. All information contained in the Original Report is subject to updating and supplementing as provided in the Company's reports filed with the Securities and Exchange Commission subsequent to the date on which the Original Report was filed.

(a)      Financial Statements of Business Acquired.

The audited restated financial statements of Hopkins as of and for the years ended December 31, 2015 and 2014, including the reports of its independent accounting firms for those years, Dixon Hughes Goodman LLP and Stegman & Company, respectively, and the unaudited financial statements of Hopkins as of and for the three and six months ended June 30, 2016 and 2015 are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(b)      Pro Forma Financial Information.

The pro forma effect of the Merger on the Company is described in the unaudited pro forma condensed combined balance sheet of the Company at June 30, 2016, the unaudited pro forma condensed combined statements of income of the Company for the three and six months ended June 30, 2016 and for the year ended December 31, 2015, and the notes thereto that are filed herewith as Exhibit 99.3 and incorporated herein by reference.

(d)      Exhibits.

The exhibits furnished with this report are listed in the Exhibit Index which immediately follows the signatures hereto, which Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

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