SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )(1) Republic First Bancorp, Inc. (Name of Issuer) Common Stock, .01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 760416107 -------------------------------------------------------------------------------- (CUSIP NUMBER) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) _____________________ (1) 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 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 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). -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS: Harry Madonna I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) -------------------------------------------------------------------------------- SEC USE ONLY -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 609,406 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------------------------------------- SHARED VOTING POWER 18,161 -------------------------------------------------------------------------------- SOLE DISPOSITIVE POWER 609,406 -------------------------------------------------------------------------------- SHARED DISPOSITIVE POWER 18,161 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -2- Item 1(a). Name of Issuer: Republic First Bancorp, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1608 Walnut Street Suite 1000 Philadelphia, PA 19103 Item 2(a). Name of Persons Filing: Harry D. Madonna Item 2(b). Address of Principal Business Office or, if None, Residence: 1608 Walnut Street Suite 1000 Philadelphia, PA 19103 The principal business address of the Reporting Person is: Item 2(c). Citizenship: United States Citizen States. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 760416107 -3- Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Exchange Act; (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Saving Association as defined in Section 3(b) of The Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. A. (a) Amount beneficially owned: 627,567 (b) Percent of Class: 6.06% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 609,406 (ii) Shared power to vote or to direct the vote: 18,161 (iii)Sole power to dispose or direct the disposition of: 609,406 (iv) Shared power to dispose or to direct the disposition of: 18,161 -4- Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] 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 -5- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: August 10, 2006 /s/ Harry D. Madonna -------------------- Harry D. Madonna Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -6-