METROPOLITAN BANK HOLDING CORP. (Exact Name of Registrant As Specified in Its Charter)

As filed with the Securities and Exchange Commission on October 25, 2017 Registration No. 333-220805 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METROPOLITAN BANK HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) New York 6712 13-4042724 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 99 Park Avenue New York, New York 10016 (212) 365-6700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Mark R. DeFazio President and Chief Executive Officer 99 Park Avenue New York, New York 10016 (212) 365-6700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Gary A. Lax, Esq. Richard D. Truesdell, Jr., Esq. Michael J. Brown, Esq. Shane Tintle, Esq. Megan McKinney, Esq. Davis Polk & Wardwell LLP Luse Gorman, PC 450 Lexington Avenue 5335 Wisconsin Avenue, N.W., Suite 780 New York, New York 10017 Washington, D.C. 20015 (212) 450-4000 (202) 274-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer _ Smaller reporting company (Do not check if a smaller reporting company) Emerging growth company _ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Proposed maximum aggregate offering Amount of Title of each class of securities to be registered price (1)(2) registration fee Common Stock, $0.01 par value per share $ 100,000,000 $ 12,450(3) (1) Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares that the underwriter has the option to purchase. (3) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED [●], 2017 PRELIMINARY PROSPECTUS ________ Shares of Common Stock This is the initial public offering of common stock by Metropolitan Bank Holding Corp., the holding company for Metropolitan Commercial Bank, a New York state-chartered commercial bank headquartered in New York, New York. The estimated initial public offering price is between $ and $ per share. We are offering shares of common stock. Prior to this offering, there has been no established public market for our common stock. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “MCB”. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company disclosure standards. Investing in our common stock involves risk. See “Risk Factors” beginning on page 15 of this prospectus to read about factors you should consider before investing in our common stock. Per Share Total Initial public offering price $$ Underwriting discounts and commissions(1) $$ Proceeds to us, before expenses $$ (1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting” for a description of all compensation payable to the underwriters. The underwriters have an option to purchase up to an additional shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus. Neither the U. S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The shares of our common stock in this offering are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The underwriters expect to deliver the shares of our common stock against payment on or about , 2017. J.P Morgan Keefe, Bruyette & Woods A Stifel Company Piper Jaffray Prospectus dated , 2017. TABLE OF CONTENTS SUMMARY 1 RISK FACTORS 15 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 38 USE OF PROCEEDS 40 CAPITALIZATION 41 DILUTION 42 DIVIDEND POLICY 44 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 45 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47 BUSINESS 76 SUPERVISION AND REGULATION 93 MANAGEMENT 104 EXECUTIVE COMPENSATION 110 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 114 PRINCIPAL STOCKHOLDERS 115 DESCRIPTION OF CAPITAL STOCK 117 SHARES ELIGIBLE FOR FUTURE SALE 121 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK 123 UNDERWRITING 126 LEGAL MATTERS 136 EXPERTS 136 WHERE YOU CAN FIND ADDITIONAL INFORMATION 136 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 About This Prospectus Neither we, nor the underwriters have authorized anyone to provide you with any information other than that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. Unless we state otherwise or the context otherwise requires, references in this prospectus to “we,” “our,” “us” or “the Company” refer to Metropolitan Bank Holding Corp., a New York corporation, and its subsidiary Metropolitan Commercial Bank, which we sometimes refer to as “Metropolitan Commercial Bank,” “the Bank” or “our Bank.” i Market and Industry Data Within this prospectus, we reference certain market, industry and demographic data and other statistical information. We have obtained this data and information from various independent, third party industry sources and publications. Nothing in the data or information used or derived from third party sources should be construed as advice. Some data and other information are also based on

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