|
1
|
NAME OF REPORTING PERSONS
Financial Edge Fund, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
267,313
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
267,313
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,313
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
Financial Edge–Strategic Fund, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
99,246
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
99,246
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,246
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
Goodbody/PL Capital, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
43,983
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
43,983
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,983
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
PL Capital/Focused Fund, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
54,594
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
54,594
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,594
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
PL Capital, LLC
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
421,153
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
421,153
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,153
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
PL Capital Advisors, LLC
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
465,136
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
465,136
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,136
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
Goodbody/PL Capital, LLC
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
43,983
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
43,983
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,983
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
|
1
|
NAME OF REPORTING PERSONS
John W. Palmer
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
465,136
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
465,136
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,136
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
1
|
NAME OF REPORTING PERSONS
Richard J. Lashley
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) T
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
465,136
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
465,136
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,136
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
Item 1(a).
|
Name of Issuer:
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
Item 2(a).
|
Name of Persons Filing:
|
|
|
The parties identified in the list below constitute the “PL Capital Group.”
|
|
●
|
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
|
|
●
|
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
|
|
●
|
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
|
|
●
|
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
|
|
●
|
PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).
|
|
●
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
|
|
●
|
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
|
|
●
|
John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
|
|
|
The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to Amendment No. 1 to the Amended Schedule 13G filed on February 12, 2013.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
|
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.
|
|
Item 2(c).
|
Citizenship:
|
|
|
All of the individuals who are members of the PL Capital Group are citizens of the United States.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Item 2(e).
|
CUSIP Number:
|
|
Item 3.
|
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
N/A
|
|
|
The following list sets forth the aggregate number and percentage (based on 8,695,721 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q, as filed on November 17, 2013) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):
|
|
Name
|
Shares of Common Stock
Beneficially Owned (Shared Voting and Investment Power for all Shares)
|
Percentage of Shares of Common Stock Beneficially Owned
|
|
Financial Edge Fund
|
267,313
|
3.1%
|
|
Financial Edge Strategic
|
99,246
|
1.1%
|
|
Focused Fund
|
54,594
|
0.6%
|
|
PL Capital
|
421,153
|
4.8%
(indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund)
|
|
PL Capital Advisors
|
465,136
|
5.3%
(indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP)
|
|
Goodbody/PL LP
|
43,983
|
0.5%
|
|
Goodbody/PL LLC
|
43,983
|
0.5%
(indirect beneficial ownership as general partner of Goodbody/PL LP)
|
|
John W. Palmer
|
465,136
|
5.3%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)
|
|
Richard J. Lashley
|
465,136
|
5.3%
(indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)
|
|
|
PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
|
|
|
Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
|
|
|
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.
|
|
|
N/A
|
|
|
N/A
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
|
|
N/A
|
|
|
See Item 2(a) above.
|
|
|
N/A
|
|
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, other than activities solely in connection with a nomination under Rule 14a-11.
|
|
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
/s/ John W. Palmer
John W. Palmer
|
|
/s/ Richard J. Lashley
Richard J. Lashley
|